F-4/A 1 ff42021a1_cellebritedi.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 29, 2021.

Registration No. 333-256177

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________

AMENDMENT NO. 1 TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________

Cellebrite DI Ltd.
(Exact Name of Registrant as Specified in its Charter)

_______________

Israel

 

7372

 

Not Applicable

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

Cellebrite DI Ltd.
94 Shlomo Shmelzer Road
Petah Tikva 4970602, Israel
+972-(73) 394
-8000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_______________

Cellebrite, Inc.
 795 Franklin Ave #4
Franklin Lakes, New Jersey 07417
(201) 848
-8552
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________

Copies to:

Colin J. Diamond
Emery Choi
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
-1095
Tel: +1 (212) 819
-8200

 

Tali Sealman
White & Case LLP
3000 El Camino Real
2 Palo Alto Square, Suite 900
Palo Alto,
California 94306
Tel: +1 (
650) 213 0300

 

Raanan Lerner
David S. Glatt
Shachar Hadar
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan, 5250608, Israel
Tel: +972 (3) 610
-3100

 

Mark A. Brod
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: +1 (212) 455
-2000

 

Atif Azher
Naveed Anwar
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
Tel: +1 (650) 251
-5000

 

Yair Geva
Ran Hai
Herzog, Fox & Neeman Asia House
4 Weizman Street
Tel Aviv 64239, Israel
Tel: +972 (3) 692
-2020

_______________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Merger described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 

____________

†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount
to be
registered
(1)

 

Proposed
maximum
offering
price
(2)
per unit
(2)

 

Proposed
maximum
aggregate
offering
price
(2)

 

Amount of registration fee

Ordinary Shares(3)(6)

 

63,000,000

 

$

9.905

 

$

623,385,000.00

 

$

68,011.30

 

Warrants(4)(6)

 

29,666,667

 

$

1.460

 

$

43,313,333.82

 

$

4,725.48

 

Ordinary Shares issuable on exercise of Warrants(5)(6)

 

24,920,000

 

$

11.50

 

$

286,580,000.00

 

$

31,265.88

 

Total

     

 

   

$

953,278,333.82

 

$

104,002.66

(7)

____________

(1)      All securities being registered will be issued by Cellebrite DI Ltd., a company organized under the laws of Israel (“Cellebrite”), in connection with the Business Combination Agreement described in this registration statement and the proxy statement/prospectus included herein, which provides for, among other things, the merger of Cupcake Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cellebrite (“Merger Sub”), with and into TWC Tech Holdings II Corp, a Delaware corporation (“TWC”), with TWC surviving as a wholly owned subsidiary of Cellebrite (the “Merger”). As a result of the Merger, (i) each outstanding share of Class B common stock, par value $.0001 per share, of TWC (“TWC Class B Common Stock”) will be converted into 1 share of Class A common stock, par value $.0001 per share, of TWC (“TWC Class A Common Stock” and such conversion, the “Class B Conversion”), (ii) each outstanding share of TWC Class A Common Stock will be converted into the right to receive: (x) an amount of cash equal to the greater of $0 and the quotient of (A)(x) $120,000,000 minus (y) the amount of TWC stockholder redemptions, divided by (B) the number of shares of TWC Class A Common Stock outstanding as of immediately prior to the effective time of the Merger but after the Class B Conversion (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (y) a number of ordinary shares, par value NIS 0.00001 per share, of Cellebrite (“Cellebrite Ordinary Shares”) equal to the quotient of (A)(x) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of TWC Class A Common Stock occurring prior to the effective time of the Merger) (the “Reference Price”) minus the (y) Per Share Cash Consideration, divided by (B) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Merger Consideration”) and (iii) each warrant of TWC will be converted into a warrant of Cellebrite (“Cellebrite Warrants” and each, a “Cellebrite Warrant”), exercisable for the amount of Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Merger.

(2)      In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of Cellebrite Ordinary Shares issued to TWC security holders, the average of the high ($9.93) and low ($9.88) prices of the TWC Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”) on May 10, 2021, (ii) in respect of Cellebrite Warrants issued to TWC security holders, the average of the high ($1.51) and low ($1.41) prices for the TWC Warrants on Nasdaq on May 11, 2021 and (iii) in respect of Cellebrite Ordinary Shares issuable upon exercise of the Cellebrite Warrants, the exercise price of the TWC Warrants ($11.50).

(3)      Represents Cellebrite Ordinary Shares issuable in exchange for outstanding shares of TWC Class A Common Stock upon the merger of Merger Sub with and into TWC pursuant to the Merger.

(4)      Represents Cellebrite Warrants issuable in exchange for outstanding warrants of TWC upon the merger of Merger Sub with and into TWC pursuant to the Merger.

(5)      Represents Cellebrite Ordinary Shares underlying Cellebrite Warrants.

(6)      Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(7)      Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

      

 

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 29, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
TWC TECH HOLDINGS II CORP.

AND

PROSPECTUS FOR UP TO 63,000,000 ORDINARY SHARES,
29,666,667 WARRANTS,
AND 24,920,000 ORDINARY SHARES UNDERLYING WARRANTS
OF
CELLEBRITE DI LTD.

Dear TWC Tech Holdings II Corp. Stockholders:

On behalf of the board of directors (the “TWC Board”) of TWC Tech Holdings II Corp., a Delaware corporation (“TWC,” “we,” “us” or “our”), we cordially invite you to a virtual special meeting (the “Special Meeting”) of TWC stockholders, to be held via live webcast at            (New York City time) on            , 2021. The Special Meeting can be accessed by visiting https://             where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

On April 8, 2021, TWC, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a business combination agreement and plan of merger (as it may be amended or restated from time to time, the “Business Combination Agreement”) providing for, upon the terms and subject to the conditions thereof, a business combination between TWC and Cellebrite pursuant to which, among other things, Merger Sub will merge with and into TWC at the Effective Time (as defined in the Business Combination Agreement), with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite (the “Merger”). A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

Contemporaneously with the execution of the Business Combination Agreement, certain accredited investors (the “PIPE Investors” and each, a “PIPE Investor”) entered into share purchase agreements (the “Share Purchase Agreements” and each, a “Share Purchase Agreement”) pursuant to which the PIPE Investors have committed to purchase ordinary shares of Cellebrite (“Cellebrite Ordinary Shares” and each, a “Cellebrite Ordinary Share”) from certain Cellebrite shareholders at a purchase price of $10.00 per share in an aggregate number equal to 30,000,000 and an aggregate purchase price of $300,000,000 (the “PIPE Investments” and each, a “PIPE Investment”). The purchase of the Cellebrite Ordinary Shares is conditioned upon, and will be consummated substantially concurrent with, the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”).

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding preferred shares of Cellebrite (the “Cellebrite Preferred Shares” and each, a “Cellebrite Preferred Share”) will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the transactions

 

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described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of Class B common stock of TWC (each, a “Sponsor Share” and collectively, the “Sponsor Shares”) will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the public warrants of TWC (the “Public Warrants” and each, a “Public Warrant”) comprising each issued and outstanding unit of TWC (each, a “TWC Unit” and collectively, the “TWC Units”) shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended or restated (the “DGCL”), the Merger will occur at the Effective Time and the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite;

(iii)   at the Effective Time, as a result of the Merger, (a) each Public Share will be converted into the right to receive (A) an amount of cash equal to the greater of $0 and the quotient of (x) $120,000,000 minus the amount of redemptions by holders of Public Shares of TWC (the “Public Stockholders” and each, a “Public Stockholder”), divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (B) a number of Cellebrite Ordinary Shares equal to the quotient of (x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), (b) each private warrant of TWC (each, a “Sponsor Warrant” and collectively, the “Sponsor Warrants” and together with the Public Warrants, the “TWC Warrants,” and each, a “TWC Warrant”) and each Public Warrant will be converted into a warrant of Cellebrite (each, a “Cellebrite Warrant” and collectively, the “Cellebrite Warrants”), exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares; and

(iv)   following the Business Combination, holders of Cellebrite Ordinary Shares and vested restricted share units, in each case as of immediately prior to the Effective Time, will be eligible to receive additional Cellebrite Ordinary Shares post-Closing upon the achievement of certain trading price targets, or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite, before the five (5) year anniversary of the Closing Date.

On the date of Closing and prior to the conversion of Cellebrite Preferred Shares into Cellebrite Ordinary Shares as described above, an initial dividend of $21,300,000 will be paid to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units of Cellebrite. An additional dividend of $78,700,000 (or such lesser amount as approved by the Israeli district court) would also be payable at such time to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units if such additional dividend is approved by the Israeli district court.

The enterprise valuation ascribed to the Cellebrite business and the Reference Price may not be indicative of the price that will prevail in the trading market following the Business Combination and the trading price of Cellebrite Ordinary Shares may fluctuate substantially and may be higher or lower than the Reference Price. As a result, TWC stockholders cannot be sure of the value of the Cellebrite Ordinary Shares they will receive in the Business Combination.

The TWC Units, Public Shares and Public Warrants are listed traded on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “TWCTU,” “TWCT” and “TWCTW,” respectively. We intend to apply to have Cellebrite Ordinary Shares listed on Nasdaq under the ticker symbol “CLBT.”

 

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As described in this proxy statement/prospectus, TWC stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of common stock of TWC at 5:00 p.m. (New York City time) on            , 2021 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

After careful consideration, the TWC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that TWC stockholders vote “FOR” adoption of the Business Combination Agreement, and “FOR” the other matters to be considered at the Special Meeting.

The board of directors of Cellebrite (the “Cellebrite Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommended that Cellebrite shareholders’ consent to the adoption of the Business Combination Agreement and approval of the Business Combination and the other transactions contemplated thereby, which consent was obtained on April 8, 2021.

TWC and Cellebrite cannot complete the Business Combination unless the requisite number of TWC stockholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. TWC is sending its stockholders this proxy statement/prospectus to ask to vote in favor of these and the other matters described in this proxy statement/prospectus.

Contemporaneously with the execution of the Business Combination Agreement, TWC, TWC Tech Holdings II, LLC (the “Sponsor”), Cellebrite and certain persons affiliated with the Sponsor (such persons, together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, (i) each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) each Sponsor Party agreed to waive and not exercise any rights to adjustment or other anti-dilution protections with respect to the rate at which the Sponsor Shares convert into Public Shares under the terms of TWC’s current certificate of incorporation (the “Existing TWC Charter”) and (iii) each Sponsor Party agreed to forfeit certain of their Sponsor Shares immediately prior to the Effective Time, in each case subject to the terms and conditions of the Sponsor Support Agreement.

Contemporaneously with the execution of the Business Combination Agreement, TWC, Cellebrite and certain shareholders of Cellebrite entered into shareholder support agreements (the “Cellebrite Shareholders Support Agreements” and each, a “Cellebrite Shareholders Support Agreement”), pursuant to which, among other things, such shareholders agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the respective terms and conditions of each Cellebrite Shareholders Support Agreement.

Contemporaneously with the execution of the Business Combination Agreement, TWC and certain institutional investors entered into a redemption and voting agreement with respect to 4,750,000 Public Shares (the “Redemption and Voting Agreement”), pursuant to which, among other things, such institutional investors have agreed to (i) elect to exercise redemption rights with respect to Public Shares beneficially owned by them and (ii) vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions of the Redemption and Voting Agreement.

The following table illustrates varying ownership levels for Cellebrite after the Business Combination under two scenarios: one with no redemptions by Public Stockholders and one with maximum redemptions by Public Stockholders. In addition, the ownership percentages below are based on the assumption that there are no adjustments for the Public Warrants issued in connection with TWC’s initial public offering (the “IPO”) as such securities are not exercisable until the later of September 15, 2021 and thirty (30) days after the Closing. There are also no adjustments for the estimated 6,403,843 shares reserved for the potential future issuance of Cellebrite Ordinary Shares upon the exercise of the options to purchase Cellebrite Ordinary Shares. Further, there are no adjustments for the up to 15,000,000 Cellebrite Ordinary Shares to be issued as Price Adjustment Shares (as defined in the Business Combination Agreement) to holders of Cellebrite Ordinary Shares and vested restricted stock units of Cellebrite as of immediately prior to the Effective Time as such shares are only issuable following the Closing contingent upon the occurrence of the Triggering Events (as defined in the Business Combination Agreement).

 

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As of March 2021

   

Assuming no redemption

 

Assuming max redemption

   

Shares

 

%

 

Shares

 

%

   

(In USD Thousands)

TWC shareholders

 

61,500,000

 

27.2

 

19,184,183

 

10.5

Existing Cellebrite Shareholders(1)

 

134,324,524

 

59.5

 

133,324,524

 

73.2

PIPE Shares

 

30,000,000

 

13.3

 

30,000,000

 

16.3

Total Company Ordinary Shares Outstanding at Closing (excluding unvested ordinary shares and Price Adjustment shares)

 

225,824,524

 

100.0

 

183,508,707

 

100.0

Cellebrite Price Adjustment Shares

 

15,000,000

     

15,000,000

   

Total Company Ordinary Shares Outstanding at Closing (including unvested and Price Adjustment shares)

 

240,824,524

     

198,508,707

   

____________

(1)      Assumes a forward stock split based on a Stock Split Multiple of 0.95 as defined in the Business Combination Agreement. The forward stock split ratio is an estimate and is subject to change.

The figures in the above table are presented only as illustrative examples and are based on the assumptions described above, which may be different from the actual amount of redemptions in connection with the Merger. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor and TWC’s directors, officers and advisors and their respective affiliates may, subject to applicable law, purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Merger. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account (the “Trust Account”) that holds a portion of the proceeds of the IPO and the concurrent sale of the Sponsor Warrants will be used to purchase Public Shares in such transactions. The purpose of such purchases would be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or (ii) to satisfy closing conditions that require Cellebrite to have a minimum amount of available cash or net worth at the closing of the Merger, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

Pursuant to the Existing TWC Charter, and irrespective of whether a Public Stockholder votes for or against the Merger Proposal, such holder may demand that TWC redeem their Public Shares for cash if the Business Combination is consummated. TWC stockholder will be entitled to receive cash for these shares only if they no later than 5:00 p.m. (New York City time) on            , 2021 (two (2) business days prior to the date of the Special Meeting):

(i)      submit a written request to TWC’s transfer agent that TWC redeem their Public Shares for cash;

(ii)     certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act, as amended (the “Exchange Act”)); and

(iii)    deliver such Public Shares to TWC’s transfer agent (physically or electronically).

If the Business Combination is not consummated, such Public Shares will not be redeemed before September 15, 2022, or December 15, 2022 if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by September 15, 2022 (the “Outside Date”).

If the Business Combination is consummated and a Public Stockholder properly demands redemption of its Public Shares, TWC will redeem each such Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. A Public Stockholder may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger

 

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Proposal. Holders of TWC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders of TWC Units may instruct their broker to do so, or if a holder holds TWC Units registered in its own name, the holder must contact TWC’s transfer agent directly and instruct them to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF TWC YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the Special Meeting. If your Public Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about TWC and Cellebrite and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 35 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

Sincerely,

Adam H. Clammer,
Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of Cellebrite Ordinary Shares in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2021, and is first being mailed to TWC stockholders on or about            , 2021.

 

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PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 29, 2021

TWC Tech Holdings II Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111

NOTICE OF SPECIAL MEETING
IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON  
          , 2021

NOTICE IS HEREBY GIVEN that a virtual special meeting (the “Special Meeting”) of the stockholders of TWC Tech Holdings II Corp., a Delaware corporation (which is referred to as “TWC” and such stockholders, “TWC stockholders”), will be held virtually on            , 2021, at            Eastern time, and conducted exclusively via live webcast at            Eastern time. There will not be a physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person. You will be able to participate in the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://            . You are cordially invited to participate in the Special Meeting for the following purposes:

1.      The Merger Proposal — to consider and vote upon a proposal to adopt the business combination agreement and plan of merger, dated as of April 8, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”), by and among TWC, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub will merge with and into TWC, with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” A copy of the Business Combination Agreement is attached as Annex A to the accompanying proxy statement/prospectus (Proposal No. 1);

2.      The Amended Articles Proposal — to consider and vote upon a proposal to approve the Amended Articles to be effective upon the consummation of the Business Combination in the form attached to the accompanying proxy statement/prospectus as Annex B (Proposal No. 2); and

3.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal or the Amended Articles Proposal (Proposal No. 3).

We also will transact any other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. The TWC board of directors (the “TWC Board”) has set            , 2021 as the record date for the Special Meeting. Only holders of record of shares of common stock of TWC at the close of business on            , 2021 are entitled to notice of the Special Meeting and to have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, the TWC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Merger Proposal, “FOR” the Amended Articles Proposal and “FOR” the Adjournment Proposal (if necessary). When you consider the TWC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of TWC public stockholders (the “Public Stockholders” and each, a “Public Stockholder”) generally. See “Proposal No. 1 — The Merger Proposal Interests of TWC’s Directors and Officers in the Business Combination.” The TWC Board was aware of

 

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and considered these interests, among other matters, in evaluating and negotiating the transactions by the Business Combination Agreement and in recommending to TWC stockholders that they vote in favor of the proposals presented at the Special Meeting.

Pursuant to its current certificate of incorporation (the “Existing TWC Charter”), TWC will provide Public Stockholders the opportunity to redeem their shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”) that holds a portion of the proceeds of the IPO and the concurrent sale of private warrants of TWC (the “Sponsor Warrants” and each, a “Sponsor Warrant”), as of two (2) business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the Trust Account, net of taxes), upon the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”). For illustrative purposes, based on funds in the Trust Account of $600.1 million as of March 31, 2021, the estimated per share redemption price would have been $10.00. Public Stockholders may elect to redeem their Public Shares even if they vote for the Merger Proposal. A Public Stockholder, together with any of their affiliates or any other person with whom they are acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares, without TWC’s prior consent.

Contemporaneously with the execution of the Business Combination Agreement, TWC, TWC Tech Holdings II, LLC (the “Sponsor”), Cellebrite and certain persons affiliated with the Sponsor (such persons, together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, including the Merger Proposal and the other proposals described above. Currently, the Sponsor Parties own no Public Shares and 100.0% of the Class B common stock of TWC (the “Sponsor Shares” and each, a “Sponsor Share”). The Sponsor Shares will be excluded from the pro rata calculation that will be used to determine the per share redemption price.

Approval of each of the Merger Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of the majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon. The approval of the Amended Articles Proposal requires the affirmative vote of (i) the holders of a majority of the TWC Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock, voting together as a single class.

The TWC Board has already approved each of the foregoing proposals. The approval of the Merger Proposal is a condition to the consummation of the Business Combination. If the Merger Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to TWC stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus accompanying this notice carefully.

As of March 31, 2021 there was $600.1 million on deposit in the Trust Account, which TWC intends to use to consummate the Business Combination within the time period described in the proxy statement/prospectus accompanying this notice and to pay $21.0 million in deferred underwriting commissions to the underwriters of the IPO. The remainder of the funds from the Trust Account, together with the cash raised in connection with the PIPE Investments will be used to accelerate Cellebrite’s ability to execute on its significant near-term growth opportunities, develop new customer solutions and expand its end-market reach. Each redemption of Public Shares will decrease the amount of cash on deposit in the Trust Account. The Business Combination may be consummated only if TWC has at least $5,000,001 of net tangible assets after giving effect to the redemption of any Public Shares submitted for redemption. If the aggregate redemption price for Public Shares submitted for redemption would exceed the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the limitation under the Existing TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule 3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million.

 

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All TWC stockholders are cordially invited to participate in the Special Meeting by accessing https://            . To ensure your representation at the Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a TWC stockholder of record, you may also cast your vote online during the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not vote online during the Special Meeting it will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal (if necessary). If you vote to “ABSTAIN” from voting your shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary), as applicable. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to participate in the Special Meeting and vote online during the Special Meeting, obtain a legal proxy from your broker or bank and e-mail a copy (legible photograph is sufficient) of your legal proxy to proxy@continentalstock.com. If you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “Broker Non-Vote”) such Broker Non-Vote will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal (if necessary).

Public Stockholders may elect to redeem their Public Shares even if they vote “FOR” the Merger Proposal.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF TWC YOU OWN. Whether or not you plan to participate in the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you have any questions or need assistance with voting, please contact TWC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 or email NEBC.info@investor.morrowsodali.com.

Please read carefully the sections in the proxy statement/prospectus accompanying this notice regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

BY ORDER OF THE BOARD OF
DIRECTORS

   

   

James H. Greene, Jr.
Chairman of the Board of Directors

   

                    , 2021

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

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EXCHANGE RATE PRESENTATION

 

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INDUSTRY AND MARKET DATA

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

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FREQUENTLY USED TERMS

 

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SUMMARY OF THE MATERIAL TERMS OF THE MERGER

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF TWC AND CELLEBRITE

 

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RISK FACTORS

 

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FORWARD-LOOKING STATEMENTS

 

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SPECIAL MEETING OF TWC STOCKHOLDERS

 

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PROPOSAL NO. 1 — THE MERGER PROPOSAL

 

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PROPOSAL NO. 2 — THE AMENDED ARTICLES PROPOSAL

 

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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

 

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THE BUSINESS COMBINATION AGREEMENT

 

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AGREEMENTS ENTERED INTO IN CONNECTION WITH THE BUSINESS COMBINATION AGREEMENT

 

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

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CERTAIN MATERIAL ISRAELI TAX CONSIDERATIONS

 

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INFORMATION ABOUT TWC

 

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CELLEBRITE’S BUSINESS

 

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SELECTED HISTORICAL FINANCIAL DATA OF TWC

 

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TWC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

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SELECTED HISTORICAL FINANCIAL DATA OF CELLEBRITE

 

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CELLEBRITE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

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MANAGEMENT FOLLOWING THE MERGER

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

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DESCRIPTION OF CELLEBRITE WARRANTS

 

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DESCRIPTION OF CELLEBRITE ORDINARY SHARES

 

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COMPARISON OF RIGHTS OF CELLEBRITE SHAREHOLDERS AND TWC STOCKHOLDERS

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CELLEBRITE

 

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APPRAISAL RIGHTS

 

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ANNUAL MEETING STOCKHOLDER PROPOSALS

 

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OTHER STOCKHOLDER COMMUNICATIONS

 

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LEGAL MATTERS

 

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EXPERTS

 

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

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ENFORCEABILITY OF CIVIL LIABILITY

 

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TRANSFER AGENT AND REGISTRAR

 

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WHERE YOU CAN FIND MORE INFORMATION

 

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INFORMATION NOT REQUIRED IN PROSPECTUS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Cellebrite, constitutes a prospectus of Cellebrite under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the ordinary shares of Cellebrite, if the Merger described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting of TWC stockholders at which TWC stockholders will be asked to consider and vote upon a proposal to approve the Merger by the adoption of the Business Combination Agreement, among other matters.

EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Cellebrite competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Cellebrite’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Cellebrite’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/ Prospectus,” “Cellebrite’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Information Related to Cellebrite — Cellebrite’s Business” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Cellebrite” refers to Cellebrite DI Ltd., a company organized under the laws of Israel, and the term “TWC” refers to TWC Holdings II Corp., a Delaware corporation, and “Merger Sub” refers to Cupcake Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cellebrite.

In addition, in this document:

“Amended Articles” means the amended and restated articles of association of Cellebrite in connection with the Business Combination.

“Amended Articles Proposal” means the proposal to approve the Amended Articles.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting of the TWC stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal.

“Broker Non-Vote” means the failure of a TWC stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement and Plan of Merger, dated as of April 8, 2021, by and among TWC, Cellebrite and Merger Sub, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“Capital Restructuring” means the transactions occurring immediately prior to the Effective Time, where (i) each Cellebrite Preferred Share will be converted into one (1) Cellebrite Ordinary Share and (ii) immediately following such conversion, Cellebrite shall effect the Stock Split.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020.

“Cellebrite” means Cellebrite DI Ltd., a company organized under the laws of the State of Israel.

“Cellebrite Board” means the board of directors of Cellebrite.

“Cellebrite Ordinary Share” means outstanding ordinary shares of Cellebrite.

“Cellebrite Preferred Shares” means outstanding preferred shares of Cellebrite.

“Cellebrite Shareholders Support Agreement” means the shareholder support agreement entered into by TWC, Cellebrite and certain Cellebrite shareholders.

“Cellebrite Warrants” means outstanding warrants of Cellebrite.

“Closing” means the closing of the Merger and the transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date on which the Closing is completed.

“Code” means the Internal Revenue Code of 1986, as amended.

“COVID-19” means SARS CoV-2 or COVID-19, and any evolutions thereof.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, governmental order, action, directive, guidelines or recommendations promulgated by any governmental authority that has jurisdiction over Cellebrite or its subsidiaries, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or response to COVID-19, including the CARES Act.

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“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“Effective Time” means the effective time of the Merger pursuant to the Business Combination Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Executive Management” means members of the executive management of Cellebrite. See the section of this proxy statement/prospectus titled “Information Related to Cellebrite — Other Information Respecting Cellebrite — Cellebrite Directors and Senior Management.”

“Existing TWC Charter” means TWC’s current certificate of incorporation.

“Insiders” means the executive officers and directors of TWC.

“IPO” means the initial public offering of Units of TWC, consummated on September 15, 2020.

“Lock-up Shares” means Cellebrite Ordinary Shares, which the Sponsor agreed not to transfer in connection with the Merger and are subject to a lock-up period as specified in the Amended Articles.

“Merger Proposal” means the proposal to adopt the Business Combination Agreement and approve the transactions described in this proxy statement/prospectus.

“Merger Sub” means Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company.

“Nasdaq” means the Nasdaq Capital Market.

“Outside Date” means September 15, 2022.

“Per Share Cash Consideration” means the greater of $0 and the quotient of (x) $120,000,000, minus the amount of redemptions by Public Stockholders, divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares.

“Per Share Equity Consideration” means a number of Cellebrite Ordinary Shares equal to the quotient of (x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price.

“Per Share Merger Consideration” means the Per Share Cash Consideration and the Per Share Equity Consideration.

“PIPE Investments” means the purchase of an aggregate of 30,000,000 Cellebrite Ordinary Shares pursuant to the Share Purchase Agreements.

“PIPE Investors” means those certain institutional accredited investors participating in the PIPE Investments pursuant to the Share Purchase Agreements.

“PIPE Shares” means the 30,000,000 Cellebrite Ordinary Shares subscribed for and to be purchased by the PIPE Investors pursuant to the Share Purchase Agreements.

“Private Warrants” means the TWC Warrants sold to the Sponsor in a private placement in connection with the IPO.

“Prospectus” means the prospectus included in the Registration Statement on Form S-1 (Registration No. 333-240330) filed with the SEC in connection with the IPO.

“Public Shares” means shares of TWC Class A Common Stock issued as part of the TWC Units sold in the IPO.

“Public Stockholders” means the holders of Public Shares of TWC.

“Public Warrants” means the TWC Warrants included in Units sold to persons other than the Sponsor in the IPO.

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“Reference Price” means the number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Public Shares occurring prior to the Effective Time).

“Redemption” means Cellebrite’s acquisition of Public Shares in connection with the Merger pursuant to the right of Public Stockholders to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Purchase Agreements” means the share purchase agreements entered into by the PIPE Investors, pursuant to which the PIPE Investors have committed to subscribe for and purchase the PIPE Shares at a purchase price per share of $10.00.

“Special Meeting” means the Special Meeting of the TWC stockholders, to be held virtually on            , 2021 at            Eastern Time, accessible at            or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

“Sponsor” means TWC Tech Holdings II, LLC, a Delaware limited liability company, an initial stockholder of TWC.

“Sponsor Parties” means TWC and certain affiliates of TWC.

“Sponsor Shares” means shares of TWC Class B Common Stock, 15,000,000 of which are currently outstanding and were issued to the Sponsor and certain Insiders prior to the IPO.

“Sponsor Warrants” means TWC Warrants sold to the Sponsor in a private placement in connection with the IPO and held by the Sponsor or its permitted transferees.

“Stock Split Multiple” means the quotient of (i) the Pre-Split Closing Equity Value per Share (as defined in the Business Combination Agreement), divided by (ii) the SPAC Class A Closing Value Per Share (as defined in the Business Combination Agreement).

“Transaction” or “Transactions” means the transactions contemplated by the Business Combination Agreement and the Share Purchase Agreements to occur at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Sponsor Warrants.

“TWC” means TWC Tech Holdings II Corp., a Delaware corporation.

“TWC Board” means the board of directors of TWC.

“TWC Bylaws” means the bylaws of TWC.

“TWC Record Date” means            , 2021, the record date for the Special Meeting.

“TWC Units” means units issued in the IPO, each consisting of one (1) Public Share and one-third (1/3) of one Public Warrant.

“TWC Warrant” means a warrant of TWC.

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“U.S.” means the United States of America.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Warrant Agreement” means that certain Warrant Agreement, dated as of September 10, 2020, between TWC and American Stock Transfer & Trust Company, LLC.

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SUMMARY OF THE MATERIAL TERMS OF THE MERGER

The descriptions below of the material terms of the Merger are intended to be summaries of such terms. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the terms of the agreements themselves.

SUMMARY OF MATERIAL TERMS OF THE MERGER

The Business Combination Agreement

On April 8, 2021, TWC Tech Holdings II Corp., a Delaware corporation (“TWC”), Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a business combination agreement and plan of merger (the “Business Combination Agreement”), providing for, subject to the terms and conditions therein, a business combination between TWC and Cellebrite (the “Business Combination”) pursuant to which, among other things, the Merger will occur at the Effective Time (as defined in the Business Combination Agreement), with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

The Business Combination

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding Cellebrite Preferred Shares will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the transactions described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of Class B common stock of TWC (each, a “Sponsor Share” and collectively, the “Sponsor Shares”) will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the public warrants of TWC (the “Public Warrants” and each, a “Public Warrant”) comprising each issued and outstanding unit of TWC (each, a “TWC Unit” and collectively, the “TWC Units”) shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended or restated (the “DGCL”), Merger Sub will merge with and into TWC at the Effective Time (the “Merger”), the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite;

(iii)   at the Effective Time, as a result of the Merger, (a) each Public Share outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above, will be converted into the right to receive (A) an amount of cash equal to the greater of $0 and the quotient of (x) $120,000,000 minus the amount of redemptions by holders of Public Shares of TWC (the “Public Stockholders” and each, a “Public Stockholder”), divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (B) a number of Cellebrite Ordinary Shares equal to the quotient of

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(x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), (b) each private warrant of TWC (each, a “Sponsor Warrant” and collectively, the “Sponsor Warrants” and together with the Public Warrants, the “TWC Warrants,” and each a “TWC Warrant”) and each Public Warrant will be converted into a warrant of Cellebrite (each, a “Cellebrite Warrant” and collectively, the “Cellebrite Warrants”), exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares; and

(iv)   following the Business Combination, holders of Cellebrite Ordinary Shares and vested restricted share units, in each case as of immediately prior to the Effective Time, will be eligible to receive additional Cellebrite Ordinary Shares post-Closing upon the achievement of certain trading price targets, or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite, before the five (5) year anniversary of the Closing Date.

On the date of Closing and prior to the conversion of Cellebrite Preferred Shares into Cellebrite Ordinary Shares as described above, an initial dividend of $21,300,000 will be paid to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units of Cellebrite. An additional dividend of $78,700,000 (or such lesser amount as approved by the Israeli district court) would also be payable at such time to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units if such additional dividend is approved by the Israeli district court.

The board of directors of TWC (the “TWC Board”) has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the TWC stockholders.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to certain questions that you may have regarding the Merger and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:     WHAT IS THE MERGER?

A:     TWC, Cellebrite and Merger Sub, a wholly owned subsidiary of Cellebrite, have entered into the Business Combination Agreement, providing for, subject to the terms and conditions therein, the Business Combination pursuant to which, among other things, Merger Sub will merge with and into TWC, with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

TWC will hold the Special Meeting to, among other things, obtain the approvals required for the Merger and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting.

For more information on the Business Combination Agreement and the Merger, see the section of this proxy statement/prospectus titled “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached as Annex A. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     TWC stockholders are being asked to vote to adopt the Merger and the other transactions contemplated by the Business Combination Agreement. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Proposal.” This proxy statement/prospectus is sent to help TWC stockholders decide how to vote their Public Shares with respect to the Merger Proposal and the other matters to be considered at the Special Meeting.

The Merger cannot be completed unless TWC stockholders approve the Merger Proposal and the Amended Articles Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Merger and the other business to be considered by TWC stockholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of TWC and a prospectus of Cellebrite. It is a proxy statement because the TWC Board is soliciting from its stockholders proxies. It is a prospectus because Cellebrite, in connection with the Business Combination, is offering Cellebrite Ordinary Shares in exchange for the outstanding Public Shares to be converted upon consummation of the Business Combination. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Merger Consideration.”

Q:     WHAT WILL TWC STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     If the Business Combination is completed, (i) each outstanding Sponsor Share, par value $.0001 per share, will be converted into one Public Share, par value $.0001 per share, (ii) each outstanding Public Share will be converted into the right to receive the Per Share Merger Consideration consisting of (A) an amount of cash equal to the greater of $0 and the Per Share Cash Consideration and (B) a number of Cellebrite Ordinary Shares equal to the Per Share Equity Consideration, and (iii) all Public Warrants, will be converted into an equal number of Cellebrite Warrants, exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such Public Warrant had been exercisable and exercised immediately prior to the Business Combination.

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding Cellebrite Preferred Shares will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect the Stock Split pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain

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adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and out-standing following such conversion of Cellebrite Preferred Shares, divided by (B) the Reference Price (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Public Shares prior to the Effective Time), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement, (c) immediately prior to the Effective Time, each Sponsor Share will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the Public Warrants comprising each issued and outstanding TWC Unit shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the DGCL, as amended or restated, the Merger Sub will occur at the Effective Time, the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite; and

(iii)    at the Effective Time, as a result of the Merger, (a) each Public Share will be converted into the right to receive the Per Share Merger Consideration consisting of (A) an amount of cash equal to the greater of $0 and the Per Share Cash Consideration and (B) a number of Cellebrite Ordinary Shares equal to the Per Share Equity Consideration, (b) each Public Warrant will be converted into a Cellebrite Warrant, exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares.

Q:     WHAT WILL TWC STOCKHOLDERS RECEIVE IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     If the Business Combination is completed, the following table illustrates the consideration each TWC Stockholder will receive on a per share basis. This table assumes that each Cellebrite Ordinary Share to be received as consideration will have a price equal to the Reference Price.

 

As of March 31, 2021(1)

   

Assuming
no
redemption

 

Assuming
33.3%
redemption

 

Assuming
66.6%
redemption

 

Assuming
maximum
redemption

TWC Stockholders Who Choose Not to Redeem

 

 

   

 

   

 

   

 

 

Per share cash consideration

 

$

1.63

 

 

 

 

 

 

Per share stock consideration

 

$

8.37

 

$

10.00

 

$

10.00

 

$

10.00

TWC Stockholders Who Choose to Redeem

 

 

   

 

   

 

   

 

 

Per share cash consideration

 

$

10.00

 

$

10.00

 

$

10.00

 

$

10.00

Per share stock consideration

 

 

 

 

 

 

 

 

____________

(1)      Assumes trading value at closing of $10 per Cellebrite Ordinary Share.

Q:     WHAT WILL BE THE RELATIVE EQUITY STAKES IN CELLEBRITE UPON COMPLETION OF THE BUSINESS COMBINATION?

A:     Upon consummation of the Business Combination, the TWC stockholders will become Cellebrite shareholders.

The following table illustrates varying ownership levels for Cellebrite after the Business Combination under two scenarios: one with no redemptions by Public Stockholders and one with maximum redemptions by Public Stockholders. In addition, the ownership percentages below are based on the assumption that there are no adjustments for the outstanding Public Warrants issued in connection with the IPO as such securities are not exercisable until the later of September 15, 2021 and thirty (30) days after the Closing. There are also no adjustments for the estimated 6,403,843 shares reserved for the potential future issuance of Cellebrite

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Ordinary Shares upon the exercise of the options to purchase Cellebrite Ordinary Shares. Further, there are no adjustments for the up to 15,000,000 Cellebrite Ordinary Shares to be issued as Price Adjustment Shares to holders of Cellebrite Ordinary Shares and vested restricted stock units of Cellebrite as of immediately prior to the Effective Time as such shares are only issuable following the Closing contingent upon the occurrence of the Triggering Events (as defined in the Business Combination Agreement).

 

As of March 2021

   

Assuming
no redemption

 

Assuming
max redemption

   

Shares

 

%

 

Shares

 

%

TWC shareholders

 

61,500,000

 

27.2

 

19,184,183

 

10.5

Existing Cellebrite shareholders(1)

 

134,324,524

 

59.5

 

133,324,524

 

73.2

PIPE Shares

 

30,000,000

 

13.3

 

30,000,000

 

16.3

Total company ordinary shares outstanding at closing (excluding unvested ordinary shares and price adjustment shares)

 

225,824,524

 

100.0

 

183,508,707

 

100.0

Cellebrite price adjustment shares

 

15,000,000

     

15,000,000

   

Total company ordinary shares outstanding at closing (including unvested and price adjustment shares)

 

240,824,524

     

198,508,707

   

____________

(1)      Assumes a forward stock split based on a Stock Split Multiple of 0.95 as defined in the Business Combination Agreement. The forward stock split ratio is an estimate and is subject to change.

The figures in the above table are presented only as illustrative examples and are based on the assumptions described above, which may be different from the actual amount of redemptions in connection with the Business Combination.

Q:     WHAT ARE THE POSSIBLE SOURCES AND THE EXTENT OF DILUTION THAT TWC STOCKHOLDERS THAT ELECT NOT TO REDEEM THEIR SHARES WILL EXPERIENCE IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     The following table illustrates the various sources and extent of dilution that TWC stockholders may be subject to if they elect not to redeem their shares in connection with the Business Combination. This table assumes that (i) all Triggering Events (as defined in the Business Combination Agreement) under the Business Combination Agreement and Sponsor Support Agreement will have occurred, thereby resulting in all 15,000,000 Price Adjustment Shares being issued and all Sponsor Shares being released from restriction, (ii) the Unpaid SPAC Expenses (as defined in the Business Combination Agreement) will be less than or equal to (x) Additional SPAC Cash (as defined in the Business Combination Agreement) plus (y) $40,000,000, (iii) all Cellebrite Unvested Ordinary Shares become vested, and (iv) all unvested options underlying the Cellebrite Unvested Shares are cash excercised.

Potential Sources of Dilution:

               
   

As of March 31, 2021

   

Assuming no redemption

 

Assuming 33.3% redemption

 

Assuming 66.6% redemption

 

Assuming maximum redemption

Securities

               

Cellebrite Price Adjustment Shares

 

15,000,000

 

15,000,000

 

15,000,000

 

15,000,000

Cellebrite unvested Ordinary Shares

 

14,935,323

 

14,935,323

 

14,935,323

 

14,935,323

                 

Sponsor Shares

 

11,295,918

 

13,500,000

 

13,500,000

 

13,500,000

Public Warrants

 

20,000,000

 

20,000,000

 

20,000,000

 

20,000,000

Private Placement Warrants

 

9,666,667

 

9,666,667

 

9,666,667

 

9,666,667

                 

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As of March 31, 2021

   

Assuming no redemption

 

Assuming 33.3% redemption

 

Assuming 66.6% redemption

 

Assuming maximum redemption

Potential Sources of Dilution (Implied percentage ownership of securities, fully diluted at $10 per share)

   

 

   

 

   

 

   

 

Cellebrite Price Adjustment Shares

 

6.6

%

 

6.9

%

 

7.6

%

 

8.3

%

Cellebrite Unvested Ordinary Shares

 

6.6

%

 

6.9

%

 

7.5

%

 

8.1

%

Sponsor Shares

 

5.0

%

 

6.2

%

 

6.8

%

 

7.4

%

Public Warrants1

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

Private Placement Warrants

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

     

 

   

 

   

 

   

 

Public Stockholder Ownership

 

19.6

%

 

16.1

%

 

8.8

%

 

2.7

%

Q:     WHAT ARE SPONSOR SHARES?

A:     The Sponsor Parties have agreed to forfeit at least 1,500,000 of the shares they own prior to the Effective Time, and approximately 55.6% of Cellebrite Ordinary Shares held by the Sponsor Parties will be subject to certain vesting criteria over the seven years following the Effective Time, pursuant to the Sponsor Support Agreement. For more information about the Sponsor Support Agreement, see the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination Agreement — Sponsor Support Agreement.”

Q:     WHAT ARE THE CONDITIONS TO COMPLETION OF THE BUSINESS COMBINATION?

A:     There are a number of closing conditions in the Business Combination Agreement, including, but not limited to, TWC stockholders and Cellebrite shareholders having approved the Merger and having adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to Closing of the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Agreement — Closing Conditions.”

Q:     WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A:     The parties currently expect that the Business Combination will be completed during the second or third quarter of 2021. Pursuant to the Business Combination Agreement, the parties have agreed to not initiate any negotiations or enter into any agreements for certain alternative transactions and to terminate any such negotiations ongoing. However, neither TWC nor Cellebrite can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. TWC must first obtain the approval of TWC stockholders for each of the proposals set forth in this proxy statement/prospectus for their approval (other than the Adjournment Proposal), Cellebrite must first obtain approval of Cellebrite shareholders to adopt the Merger Proposal, and TWC and Cellebrite must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Closing Conditions.”

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The net proceeds of the IPO, together with the proceeds from the private placement of the Sponsor Warrants, in the total of $600 million, were deposited in the Trust Account immediately following the IPO. In connection with the consummation of the Business Combination, the funds in the Trust Account will be used to (i) fund the Cash Consideration, (ii) pay Public Stockholders who properly demand redemption of their Public Shares a pro rata portion of the Trust Account, (iii) pay fees and expenses incurred in connection with the Business

____________

1        Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share. As such, both the Public Warrants and the Private Placement Warrants are not considered dilutive in the above table as shown at $10.00 per share.

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Combination (including aggregate fees of approximately $21.0 million to the underwriters of the IPO as deferred underwriting commissions) and (iv) use the remainder of for working capital and general corporate purposes of Cellebrite.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If TWC does not complete the Business Combination with Cellebrite for any reason, TWC would search for another target business with which to complete a business combination. If TWC does not complete the Business Combination with Cellebrite and does not complete an initial business combination with another target business by the Outside Date (which is September 15, 2022, or December 15, 2022 if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by September 15, 2022), TWC must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding Public Shares. The Sponsor Parties have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, the Sponsor Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to TWC Warrants. Accordingly, such warrants will expire worthless. Furthermore, if the Business Combination is not completed, Cellebrite shareholders will not receive any consideration for their Cellebrite Ordinary Shares. Instead, Cellebrite will remain a privately-held independent company. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Termination; Effectiveness” and “Risk Factors.”

Q:     CAN TWC OR CELLEBRITE SEEK AN ALTERNATE TRANSACTION?

A:     Pursuant to the Business Combination Agreement, Cellebrite has agreed to not, and to instruct and use its reasonable best efforts to cause its representatives to not, (i) initiate any negotiations with any person with respect to certain alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions or proposed transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to any such alternative transaction. Also pursuant to the Business Combination Agreement, TWC has agreed to not, and to instruct and use its reasonable best efforts to cause its representatives not to, (i) make any proposal or offer that constitutes a business combination proposal, (ii) initiate any discussions or negotiations with any person with respect to a business combination proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a business combination proposal. In addition, TWC has agreed that the TWC Board shall not withdraw, amend, qualify or modify its recommendation to TWC stockholders that they vote in favor of the proposals set forth herein, and any such action will give Cellebrite the right to terminate the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Agreement.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     TWC stockholders are being asked to vote on the following proposals:

1.      the Merger Proposal;

2.      the Amended Articles Proposal; and

3.      the Adjournment Proposal (if necessary).

Consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement is conditioned on the approval of each of the Merger Proposal and the Amended Articles Proposal. If any of these approvals is not approved, we will not consummate the Business Combination.

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Q:     WHY IS TWC PROPOSING THE MERGER?

A:     TWC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

In September 2020, TWC consummated its IPO of 60,000,000 TWC Units, including 7,500,000 such units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Since the IPO, TWC’s activity has been limited to the evaluation of business combination candidates.

Cellebrite is the leading provider of digital intelligence (“DI”), delivering a platform of software and services for legally sanctioned investigations. Cellebrite’s 6,700 customers are federal, state and local agencies as well as enterprise companies and service providers. Based on its due diligence investigations of Cellebrite and the industry in which it operates, including the financial and other information provided by Cellebrite in the course of their negotiations in connection with the Business Combination Agreement, TWC believes that Cellebrite has attractive growth opportunities, a strong value proposition to the market and its customers, a compelling risk reward profile and a strong management team that will benefit from the consummation of the Business Combination and with the infusion of additional capital improving Cellebrite’s ability to grow.

See the section of this proxy statement/prospectus titled “Proposal No.1 — The Merger Proposal — Recommendation of the TWC Board of Directors and Reasons for the Business Combination.”

Q:     DID THE TWC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:     The TWC Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. TWC’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of TWC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, TWC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the TWC Board in valuing Cellebrite’s business in the context of that collective experience.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to require TWC to redeem such shares for a pro rata portion of the cash held in the Trust Account, regardless of whether you vote and if you do vote regardless of whether you vote for or against the Merger Proposal.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     Pursuant to the Existing TWC Charter, and irrespective of whether a holder of Public Shares votes for or against the Merger Proposal, such holder may demand that TWC redeem their Public Shares for cash if the Business Combination is consummated. Public Stockholders will be entitled to receive cash for these shares only if they no later than 5:00 p.m. (New York City time) on            , 2021 (two (2) business days prior to the date of the Special Meeting):

i.       submit a written request to TWC’s transfer agent that TWC redeem their Public Shares for cash;

ii.      certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

iii.     deliver such Public Shares to TWC’s transfer agent (physically or electronically).

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If the Business Combination is not consummated, such Public Shares will not be redeemed before the Outside Date.

If the Business Combination is consummated and a holder of Public Shares properly demands redemption of their Public Shares, TWC will redeem each such Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. A holder of Public Shares may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. Holders of TWC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds TWC Units registered in its own name, the holder must contact TWC’s transfer agent directly and instruct them to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal. Public Stockholders that elect to redeem their Public Shares are permitted to retain all of their Public Warrants. The following table presents information about the number and value of such Public Warrants in different redemption scenarios:

 

Value of Public Warrants:

               
       

Assuming no redemption

 

Assuming 33.3% redemption

 

Assuming 66.6% redemption

 

Assuming maximum redemption

   

Number of Public Warrants

 

 

20,000,000

 

 

20,000,000

 

 

20,000,000

 

 

20,000,000

   

Trading value per Public Warrant as of June 24, 2021

 

$

1.815

 

$

1.815

 

$

1.815

 

$

1.815

   

Aggregate trading value of Public Warrants as of June 24, 2021

 

$

36,300,000

 

$

36,300,000

 

$

36,300,000

 

$

36,300,000

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Proposal at the Special Meeting. If you deliver your shares for redemption to TWC’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that TWC’s transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by TWC’s transfer agent prior to the vote taken on the Merger Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.

If a holder of Public Shares votes for or against the Merger Proposal and demand is properly made as described above, then, if the Business Combination is consummated, TWC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash.

For a discussion of the material U.S. federal income tax considerations for Public Stockholders with respect to the exercise of these redemption rights, see the section of this proxy statement/prospectus titled “Certain U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Public Shares.”

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION?

A:     Although it is intended that the Business Combination qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, there are significant factual and legal uncertainties as to whether the Business Combination qualifies as a reorganization within the meaning of Section 368(a) of the Code, an therefore the tax treatment of the Business Combination is inherently uncertain. If, as of the Closing Date, any requirement for Section 368(a) of the Code is not met, then a U.S. Holder (as defined below under “Certain Material U.S. Federal Income Tax Considerations) may recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the Closing Date) of the securities and (if applicable) the amount of cash received in the Merger, over such U.S. Holder’s aggregate tax basis in the securities surrendered by such U.S. Holder in the Merger.

Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferred treatment with respect to the exchange of the securities in the Merger.

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Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. U.S. Holders of TWC securities (as defined below under “Certain Material U.S. Federal Income Tax Considerations”) are urged to consult their own tax advisors to determine the tax consequences of the Business Combination. Please also see the risk factors below under the heading “Risks Related to the U.S. Federal Income Tax Treatment of the Merger.”

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     TWC stockholders who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to TWC within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights of TWC Stockholders” attached to this proxy statement/prospectus as Annex D and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex C.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE MERGER PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Public Stockholders may vote in favor of the Merger Proposal and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of TWC stockholders are substantially reduced as a result of redemptions by Public Stockholders. The Business Combination may be consummated only if TWC has at least $5,000,001 of net tangible assets after giving effect to the redemption of any Public Shares submitted for redemption. If the aggregate redemption price for Public Shares submitted for redemption would exceed the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the limitation under the Existing TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million. Also, with fewer Public Shares and fewer Public Stockholders, the trading market for Cellebrite Common Stock may be less liquid than the market for Public Shares prior to the Business Combination and Cellebrite may not be able to meet the listing standards of Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Cellebrite’s business will be reduced, thereby limiting the amount of funds available for working capital and general corporate purposes of Cellebrite.

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor is the owner of record and is entitled to vote approximately of 20% of the outstanding shares of TWC common stock. The Sponsor has agreed to vote any Sponsor Shares and any Public Shares held by it as of the TWC Record Date for the Special Meeting in favor of the proposals. See the section of this proxy statement/prospectus titled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

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Q:     WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:     A majority of the voting power of the issued and outstanding shares of TWC common stock present at the Special Meeting by virtual attendance or by proxy and entitled to vote is required to constitute a quorum and in order to conduct business at the Special Meeting, except that, where a proposal is to be voted on by a class of stock voting as a separate class, holders of shares representing a majority of the outstanding shares of such class shall constitute a quorum of such class for such proposal. A vote to “ABSTAIN” from voting shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals in this proxy statement/prospectus will count as present for the purposes of establishing a quorum. Broker Non-Votes will not count as present for the purposes of establishing a quorum. As of the TWC Record Date, the presence by virtual attendance or by proxy of            shares of TWC common stock (            , representing            % of the TWC Class A Common Stock, in addition to the TWC Class B Common Stock) is required to achieve a quorum for the Merger Proposal and the Adjournment Proposal (if necessary). As of the TWC Record Date, the presence by virtual attendance or by proxy of            shares of TWC Class B Common Stock and            shares of TWC common stock is required to achieve a quorum for the Amended Articles Proposal. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:     The Merger Proposal: The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of TWC common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting. TWC stockholders must approve the Merger Proposal in order for the Business Combination to occur. If TWC stockholders fail to approve the Merger Proposal, the Business Combination will not occur. The Sponsor and directors of TWC have agreed to vote any Founder Shares and any Public Shares held by them in favor of the Business Combination. As of [June 24], 2021, the Sponsor and the directors of TWC collectively held 15,000,000 founder shares and zero public shares, respectively. As a result, in addition to TWC’s initial stockholders’ founder shares, TWC would need 22,500,000, or 37.5%, of the 60,000,000 public shares outstanding as of [June 24], 2021 to be voted in favor the Business Combination (assuming all issued and outstanding shares are voted) in order to have the Business Combination approved.

The Amended Articles Proposal: The approval of the Amended Articles Proposal requires the of (i) the holders of a majority of the TWC Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock, voting together as a single class.

The Adjournment Proposal (if necessary): The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon.

Q:     DO ANY OF TWC’S DIRECTORS OR OFFICERS OR OTHER THIRD PARTIES HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF PUBLIC STOCKHOLDERS?

A:     TWC’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Public Stockholders generally. The market value of the Sponsor Warrants purchased by the Sponsor that will expire if the transaction is not completed is $1.05 per Sponsor Warrant, based on the closing price of Public Warrants as of March 31, 2021 and assuming that the market value of Sponsor Warrants is equivalent to the market value of Public Warrants. The value of the out of pocket expenses incurred by the Sponsor, directors, officers and their affiliates that is subject to reimbursement is $        . See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Proposal — Interests of TWC’s Directors and Officers in the Business Combination.” In addition to the foregoing, the charter of TWC excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of TWC unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of TWC and such opportunity is one TWC is legally and contractually permitted to undertake and would otherwise be reasonable for TWC to pursue. The potential

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conflict of interest relating to the waiver of the corporate opportunities doctrine in TWC’s charter did not impact TWC’s search for an acquisition target and TWC was not prevented from reviewing any opportunities as a result of such waiver.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a TWC stockholder of record as of the TWC Record Date, being            , 2021, you may submit your proxy before the Special Meeting in any of the following ways:

1.      use the toll-free number shown on your proxy card;

2.      visit the website shown on your proxy card to vote via the Internet; or

3.      complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a TWC stockholder of record as of the TWC Record Date, you may also vote online during the Special Meeting or any adjournment thereof by accessing https://            .

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to participate in the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to            .

Q:     HOW DO I REGISTER TO PARTICIPATE IN THE SPECIAL MEETING?

A:     To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of TWC common stock.

If your shares are registered in your name with TWC’s transfer agent and you wish to participate in the Special Meeting, go to https://            , enter the 16-digit control number you received on your proxy card and click on “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the Special Meeting, you will need to log back into the meeting site using your 16-digit control number. Pre-registration is recommended but is not required in order to attend.

Beneficial holders who wish to participate in the Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial holders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Special Meeting. After contacting TWC’s transfer agent, a beneficial holder will receive an email prior to the Special Meeting with a link and instructions for entering the virtual meeting. Beneficial holders should contact TWC’s transfer agent at least five business days prior to the date of the Special Meeting.

Q:     HOW DO I ACCESS THE SPECIAL MEETING WEBSITE?

A:     You will need your control number for access. If you do not have your 16-digit control number, contact American Stock Transfer & Trust Company at the phone number or email address below. Beneficial owners who hold shares through a bank, broker or other intermediary will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company’s contact information is as follows: (212) 509-4000 or email proxy@continentalstock.com.

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Q:     IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares.

Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to TWC or by voting in person at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you wish to participate in the Special Meeting and vote online during the Special Meeting, but are not a stockholder of record because you hold your shares in “street name,” obtain a legal proxy from your broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe all of the proposals presented to TWC stockholders at the Special Meeting will be considered non-discretionary and, therefore, your broker, bank or other nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting.

If you are a TWC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Merger Proposal, the Amended Articles Proposal or the Adjournment Proposal. Such Broker Non-Votes will be the equivalent of a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to participate in the Special Meeting and vote online during the Special Meeting, obtain a legal proxy from your broker or bank and e-mail a copy (legible photograph is sufficient) of your legal proxy to proxy@continentalstock.com.

Q:     WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:     If you are a TWC stockholder and your shares are represented at the Special Meeting by virtual attendance and you fail to return your proxy card and do not vote online during the Special Meeting it will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal (if necessary). If you vote to “ABSTAIN” from voting your shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary), as applicable.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the TWC common stock represented by your proxy will be voted as recommended by the TWC Board with respect to that proposal.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

1.      filing a notice with the corporate secretary of TWC;

2.      mailing a new, subsequently dated proxy card; or

3.      by participating in the Special Meeting and voting online during the Special Meeting.

If you are a stockholder of record of TWC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to TWC, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111 and it must be received at any time before the vote is taken at the Special Meeting.

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Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than            on            , or by participating in the Special Meeting and voting online during the Special Meeting. Simply participating in the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of TWC common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Merger is approved by stockholders and consummated, you will become a shareholder of Cellebrite. As a corollary, failure to vote either for or against the Merger Proposal means you will not have any redemption rights in connection with the Merger to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a stockholder of TWC while TWC searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     TWC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali LLC, the proxy solicitation agent for TWC, toll-free at (800) 662-5200.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Merger, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and share exchange and the other transactions that will be undertaken in connection with the Merger. It is also described in detail in this proxy statement/prospectus in the section of this proxy statement/prospectus titled “The Merger Proposal — The Business Combination Agreement.”

Information About the Companies

Cellebrite

Cellebrite DI Ltd. (“Cellebrite”), a company organized under the laws of the State of Israel, is the leading provider of digital intelligence (“DI”), delivering a platform of software and services for legally sanctioned investigations.

The mailing address for Cellebrite’s principal executive office is 94 Shlomo Shmelzer Road, Petah Tikva 4970602, P.O.B 3925 Israel and its telephone number is +972 (73) 394-8000.

Merger Sub

Cupcake Merger Sub, Inc. (“Merger Sub”) is a newly formed Delaware corporation and a wholly owned subsidiary of Cellebrite. Merger Sub was formed solely for the purpose of effecting the Merger and has not carried on any activities other than those in connection with the Merger. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Cellebrite.

TWC

TWC Tech Holdings II Corp. is a recently incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination.

TWC Units, Public Shares and the Public Warrants are listed on Nasdaq under the ticker symbols “TWCTU,” “TWCT,” and “TWCTW,” respectively.

The mailing address of TWC’s principal executive office is Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. After the consummation of the Business Combination, TWC will become a wholly owned subsidiary of Cellebrite.

The Business Combination Agreement (page 103)

The terms and conditions of the merger of Merger Sub with and into TWC, with TWC surviving the merger as a wholly owned subsidiary of Cellebrite are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Merger.

Merger Consideration

The Per Share Merger Consideration consists of:

(i)     an amount of cash equal to the greater of $0 and the quotient of (x) $120,000,000 minus the amount of redemptions by Public Stockholders, divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares (other than any treasury shares of TWC) (the “Per Share Cash Consideration”); and

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(ii)    a number of Cellebrite Ordinary Shares equal to the quotient of (x)(A)(a) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (b) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Public Shares) occurring prior to the Effective Time, in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the “Reference Price”) minus the Per Share Cash Consideration, divided by (y) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Per Share Merger Consideration”).

Matters Being Voted On

The TWC stockholders will be asked to consider and vote on the following proposals at the Special Meeting:

1.      a proposal to adopt the Business Combination Agreement and approve the transactions described in this proxy statement/prospectus. See “Proposal No. 1 — The Merger Proposal”;

2.      a proposal to approve the Amended Articles of Cellebrite. See “Proposal No. 2 — The Amended Articles Proposal”; and

3.      a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal or the Amended Articles Proposal. See “Proposal No. 3 — The Adjournment Proposal.

The TWC Board of Directors’ Reasons for the Merger (page 89)

After careful consideration, the TWC Board recommends that TWC stockholders vote “FOR” each proposal being submitted to a vote of the TWC stockholders at the special meeting. For a description of TWC’s reasons for the approval of the Merger and the recommendation of the TWC Board, see the section entitled “Proposal No. 1 — The Merger Proposal — Recommendation of the TWC Board and Reasons for the Business Combination.”

Interests of TWC’s Officers and Directors in the Business Combination (page 96)

Certain of TWC’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Public Stockholders. The members of the TWC Board were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that TWC stockholders approve the proposals required to effect the Merger. See “Proposal No. 1 — The Merger Proposal — Interests of TWC’s Directors and Officers in the Business Combination.”

Certain Material U.S. Federal Income Tax Considerations (page 123)

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of shares of TWC common stock and the ownership and disposition of Cellebrite Ordinary Shares and Cellebrite Warrants, please see the information set forth in “Certain Material U.S. Federal Income Tax Considerations” beginning on page 123.

Certain Material Israeli Tax Considerations (page 141)

For a description of certain Israeli tax consequences of the ownership and disposition of Cellebrite Ordinary Shares and Cellebrite Warrants please see the information set forth in “Certain Material Israeli Tax Considerations” beginning on page 141.

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Redemption Rights

We are providing Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon consummation of the Business Combination. Public Stockholders electing to exercise redemption rights will be entitled to receive cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, as of two (2) business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the Trust Account, net of taxes), upon the closing of the transactions contemplated by the Business Combination Agreement. A holder of Public Shares may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. If the Business Combination is not consummated, such Public Shares will not be redeemed before the Outside Date.

The amount in the Trust Account is approximately $         per Public Share (based on the Trust Account balance as of March 31, 2021). Such amount we will distribute to Public Stockholders who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right includes the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its Public Shares. There will be no redemption rights upon the completion of the Business Combination with respect to Sponsor Warrants. The Sponsor has agreed to waive its redemption rights in connection with the consummation of the Business Combination with respect to any shares of TWC common stock they may hold. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Currently, the Sponsor owns approximately 19.9% of the outstanding shares of TWC common stock, consisting of Sponsor Shares.

Ownership

Upon consummation of the Business Combination, the TWC stockholders will become Cellebrite shareholders.

The following table illustrates varying ownership levels for Cellebrite after the Business Combination under two scenarios: one with no redemptions by Public Stockholders and one with maximum redemptions by Public Stockholders. In addition, the ownership percentages below are based on the assumption that there are no adjustments for the outstanding Public Warrants issued in connection with the IPO as such securities are not exercisable until the later of September 15, 2021 and thirty (30) days after the Closing. There are also no adjustments for the estimated 6,403,843 shares reserved for the potential future issuance of Cellebrite Ordinary Shares upon the exercise of the options to purchase Cellebrite Ordinary Shares. Further, there are no adjustments for the up to 15,000,000 Cellebrite Ordinary Shares to be issued as Price Adjustment Shares to holders of Cellebrite Ordinary Shares and vested restricted stock units of Cellebrite as of immediately prior to the Effective Time as such shares are only issuable following the Closing contingent upon the occurrence of the Triggering Events (as defined in the Business Combination Agreement).

 

As of March 2021

   

Assuming no redemption

 

Assuming max redemption

   

Shares

 

%

 

Shares

 

%

Twc shareholders

 

61,500,000

 

27.2

 

19,184,183

 

10.5

Existing Cellebrite shareholders(1)

 

134,324,524

 

59.5

 

134,324,524

 

73.2

Pipe shares

 

30,000,000

 

13.3

 

30,000,000

 

16.3

Total company ordinary shares outstanding at closing (excluding unvested ordinary shares and price adjustment shares)

 

225,824,524

 

100.0

 

183,508,707

 

100.0

Cellebrite price adjustment shares

 

15,000,000

     

15,000,000

   

Total company ordinary shares outstanding at closing (including unvested and price adjustment shares)

 

240,824,524

 

 

198,508,707

 

____________

(1)      Assumes a forward stock split based on a Stock Split Multiple of 0.95 as defined in the Business Combination Agreement. The forward stock split ratio is an estimate and is subject to change.

The figures in the above table are presented only as illustrative examples and are based on the assumptions described above, which may be different from the actual amount of redemptions in connection with the Business Combination.

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Appraisal Rights

TWC stockholders who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to TWC within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights of TWC Stockholders” attached to this proxy statement/prospectus as Annex D and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex C.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize TWC to consummate the Merger, the TWC Board may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section of this proxy statement/prospectus titled “The Adjournment Proposal.”

Date, Time and Place of Special Meeting of TWC’s Stockholders

The Special Meeting will be held virtually on           , 2021,            at local time, and conducted exclusively via live webcast at           . At the Special Meeting, TWC stockholders will be asked to approve the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary).

Voting Power; Record Date

A majority of the voting power of the issued and outstanding TWC common stock entitled to vote at the Special Meeting must be represented at the meeting by virtual attendance or by proxy to constitute a quorum and in order to conduct business at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding Public Shares represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting. Approval of the Amended Articles Proposal requires the affirmative vote of (i) the holders of a majority of the outstanding shares of Sponsor Shares, voting separately as a single class, and (ii) the holders of a majority of the outstanding Public Shares, voting together as a single class. Approval of the Adjournment Proposal (if necessary) requires the affirmative vote of the holders of a majority of the total votes cast on the proposal.

The TWC Board has fixed the close of business on         , 2021 as the record date for determining the holders of TWC common stock entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were          Public Shares and          Sponsor Shares outstanding and entitled to vote at the Special Meeting held by            holders of record. Each share of TWC common stock entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting.

Quorum and Vote of TWC Stockholders

A majority of the voting power of the issued and outstanding shares of TWC common stock present at the Special Meeting by virtual attendance or by proxy and entitled to vote is required to constitute a quorum and in order to conduct business at the Special Meeting, except that, where a proposal is to be voted on by a class of stock voting as a separate class, holders of shares representing a majority of the outstanding shares of such class shall constitute a quorum of such class for such proposal. A vote to “ABSTAIN” from voting shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals in this proxy statement/prospectus will count as present for the purposes of establishing a quorum. Broker Non-Votes will not count as present for the purposes of establishing a quorum. As of the TWC Record Date, the presence by virtual attendance or by proxy of          shares of TWC common stock (            , representing           % of the TWC Class A Common Stock, in addition to the TWC

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Class B Common Stock) is required to achieve a quorum for the Merger Proposal and the Adjournment Proposal (if necessary). As of the TWC Record Date, the presence by virtual attendance or by proxy of            shares of TWC Class B Common Stock and              shares of TWC common stock is required to achieve a quorum for the Amended Articles Proposal. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Certain Voting Arrangements

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, the Sponsor, Cellebrite and the Sponsor Parties entered into a Sponsor Support Agreement, pursuant to which, among other things, (i) each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) each Sponsor Party agreed to deliver a duly executed copy of the Investor Rights Agreement on the date of Closing, (iii) each Sponsor Party acknowledges the Lock-Up Restrictions set forth in the Amended Articles and acknowledges that such Lock-Up Restrictions shall be binding and enforceable against such Sponsor Party upon the Amended Articles coming into effect, (iv) each Sponsor Party agrees to waive and not exercise any rights to adjustment or other anti-dilution protections with respect to the rate at which Sponsor Shares convert into Public Shares under the terms of the Existing TWC Charter, (v) each Sponsor Party agreed to forfeit certain of their Public Shares immediately prior to the Effective Time, and (vi) each Sponsor Party agreed to subject certain of their shares of Cellebrite Ordinary Shares received in the Business Combination to certain vesting provisions following the Closing, based on the achievement of certain trading price targets or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite between the Closing and the seven (7) year anniversary of Closing, in each case subject to the terms and conditions of the Sponsor Support Agreement.

Cellebrite Shareholders Support Agreements

Contemporaneously with the execution of the Business Combination Agreement, TWC, Cellebrite and certain Cellebrite shareholders entered into shareholder support agreements (the “Cellebrite Shareholders Support Agreements”), pursuant to which, among other things, such shareholders agreed to (i) vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) deliver a duly executed copy of the Investor Rights Agreement substantially simultaneously with the Effective Time and (iii) acknowledge the Lock-Up restrictions set forth in the Amended Articles and acknowledge that such Lock-Up restrictions shall be binding and enforceable against such shareholders upon the Amended Articles coming into effect.

Redemption and Voting Agreement

Contemporaneously with the execution of the Business Combination Agreement, TWC and certain institutional investors entered into the Redemption and Voting Agreement with respect to 4,750,000 TWC Shares, pursuant to which, among other things, such institutional investors have agreed to (i) elect to exercise redemption rights with respect to Public Shares beneficially owned by them and (ii) vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. TWC has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a TWC stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A TWC stockholder may also change its vote by submitting a later-dated proxy as described in the section of this proxy statement/prospectus titled “Special Meeting of TWC Stockholders — Revoking Your Proxy.”

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Recommendation to Stockholders

The TWC board of directors (the “TWC Board”) believes that the Merger Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interest of TWC stockholders and unanimously recommends that TWC stockholders vote “FOR” the Merger Proposal and the Amended Articles Proposal and “FOR” the Adjournment Proposal, if presented.

Comparison of Rights of TWC stockholders and Cellebrite Shareholders (page 274)

If the Business Combination is successfully completed, TWC stockholders will become holders of Cellebrite Ordinary Shares, and their rights as shareholders will be governed by Cellebrite’s organizational documents. There are also differences between the laws governing TWC, a Delaware corporation, and Cellebrite, an Israeli company. Please see “Comparison of Rights of Cellebrite Shareholders and TWC Stockholders” on page 274 for more information.

Emerging Growth Company

Each of TWC and Cellebrite is, and consequently, following the Merger, Cellebrite will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, Cellebrite will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Cellebrite Ordinary Shares less attractive as a result, there may be a less active trading market for Cellebrite Ordinary Shares and the prices of Cellebrite Ordinary Shares may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Cellebrite has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Cellebrite, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Cellebrite’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Cellebrite will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Cellebrite’s initial public offering, (b) in which Cellebrite has total annual gross revenue of at least $1.07 billion, or (c) in which Cellebrite is deemed to be a large accelerated filer, which means the market value of Cellebrite’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Cellebrite has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

Cellebrite expects to be a “foreign private issuer” under SEC rules following the consummation of the Merger. Consequently, Cellebrite will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Cellebrite will be required to file its annual report on Form 20-F for the year ending December 31, 2021 with the SEC by April 30, 2022. In addition, Cellebrite will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Cellebrite in Israel or that is distributed or required to be distributed by Cellebrite to its shareholders.

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Based on its foreign private issuer status, Cellebrite will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. Cellebrite will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Cellebrite officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of the shares of Cellebrite.

Despite its initial exemption due to its foreign private issuer status, following the consummation of the Merger, Cellebrite nevertheless expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for filings with the State of Delaware necessary to effectuate the Business Combination.

Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section of this proxy statement/prospectus titled “Risk Factors.” Some of the risks related to TWC and Cellebrite are summarized below:

•        If we do not continue to develop technologically advanced solutions and successfully integrate with the software solutions used by our customers, our future revenue and operating results may be negatively affected.

•        We are materially dependent on acceptance of our solutions by law enforcement markets and government agencies, both domestic and international. If law enforcement and other government agencies do not continue to purchase, accept and use our solutions, our revenue will be adversely affected.

•        Real or perceived errors, failures, defects or bugs in our DI solutions could adversely affect our results of operations, growth prospects and reputation.

•        A failure to maintain sales and marketing personnel productivity or hire, integrate and retain additional sales and marketing personnel could adversely affect our results of operations and growth prospects.

•        The global COVID-19 pandemic could negatively impact our business, installations, trainings, and general operations.

•        Current and future competitors could have a significant impact on our ability to generate future revenue and profits.

•        We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations.

•        If our solutions are inadvertently or deliberately misused by customers, such customers may achieve sub-optimal results, which could lead to the perception that our solutions are low-quality.

•        Our reputation and brand are important to our success, and we may not be able to maintain and enhance our reputation and brand, which would adversely affect our business, financial condition, and results of operations.

•        The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

•        Changes to our packaging and licensing models could adversely affect our ability to attract or retain customers.

•        If we fail to manage future growth effectively, our business could be harmed.

•        Our future growth depends in part on our ability to introduce new solutions and add-ons and our failure to do so may harm business and operating results.

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•        We do not generally engage in e-commerce, which may result in the purchase process being more difficult for customers compared to other businesses.

•        Issues in the use of artificial intelligence (“AI”) (including machine learning) in our platform may result in reputational harm or liability.

•        We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

•        Higher costs or unavailability of materials used to create hardware could adversely affect our financial results.

•        Fluctuations in foreign currency exchange rates could materially affect our financial results.

•        The sales cycle for some of our solutions can be lengthy.

•        If we are unable to retain qualified personnel and senior management, including Yossi Carmil, our Chief Executive Officer, and hire and retain additional qualified personnel, our business could suffer.

•        Our sales to government customers expose us to business volatility and risks, including government budgeting cycles and appropriations, early termination, audits, investigations, sanctions and penalties.

•        A decline in government budgets, changes in spending or budgetary priorities, or delays in contract awards may significantly and adversely affect our future revenue and limit our growth prospects.

•        Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business.

•        Changes in civil forfeiture laws may affect our customers’ ability to purchase our solutions.

•        Our revenue from private sector customers could be adversely affected by any weakening of economic conditions.

•        Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business.

•        Some of our software and systems contain open source software, which may pose particular risks to our proprietary software and information technology systems.

•        Other companies may claim that we infringe their intellectual property, which could materially increase costs and materially harm our ability to generate future revenue and profits.

•        Certain of our solutions may be perceived as, or determined by the courts to be, a violation of privacy rights and related laws. Any such perception or determination could adversely affect our revenue and results of operations.

•        Some of our solutions may be used by customers in a way that is, or that is perceived to be, incompatible with human rights. Any such perception could adversely affect our reputation, revenue and results of operations.

•        We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.

•        We occasionally have limited access to third party data, and if our security measures are breached and unauthorized access to this data is obtained, our systems, data centers and our solutions may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

•        Our business is subject to complex and evolving U.S. and non-U.S. laws and regulations regarding privacy, data protection and security, technology protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or otherwise harm our business.

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•        We may in the future become involved in legal, regulatory, or administrative inquiries and proceedings, and unfavorable outcomes in litigation or other of these matters could negatively impact our business, financial conditions, and results of operations.

•        We are subject to Israeli export laws and governmental trade controls, including import and export controls, and any non-compliance with these laws could negatively impact our operating results.

•        Our largest shareholder, SUNCORPORATION, is a Japanese public company and currently a holder of 71.5% of Cellebrite’s outstanding shares.

•        A variety of new and existing laws and/or interpretations could materially and adversely affect our business.

•        Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.

•        Conditions in Israel could materially and adversely affect our business.

•        It may be difficult to enforce a U.S. judgment against us, our officers and directors or the experts named in this proxy statement/prospectus in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors or experts.

•        Your rights and responsibilities as our shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.

•        Provisions in the Amended Articles may have the effect of discouraging lawsuits against us and our directors and officers.

•        TWC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case TWC would cease all operations except for the purpose of winding up and would redeem its Public Shares and liquidate.

•        TWC may not have sufficient funds to consummate the Business Combination.

•        If the PIPE Investments are not consummated and Cellebrite does not waive the Minimum Cash Amount, the Business Combination Agreement may be terminated.

•        If a Public Stockholder fails to properly demand redemption rights, they will not be entitled to convert their Public Shares into a pro rata portion of the Trust Account.

•        Because the market price of Public Shares will fluctuate, Cellebrite shareholders cannot be certain of the value of the merger consideration they will receive until the Closing.

•        TWC has a limited ability to assess the management of Cellebrite’s business and, as a result, cannot assure you that Cellebrite’s management has all the skills, qualifications or abilities to manage a public company.

•        The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or Cellebrite’s future results.

•        The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

•        Cellebrite shareholders will have a reduced ownership and voting interest after the Business Combination and will be unable to exercise the same influence over management as before the Business Combination.

•        Public Stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•        The market price of Cellebrite Ordinary Shares after the Business Combination may be affected by factors different from those currently affecting the prices of Public Shares.

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•        Future resales of the Cellebrite Ordinary Shares issued in connection with the Business Combination may cause the market price of the Cellebrite Ordinary Shares to drop significantly, even if Cellebrite’s business is doing well.

•        TWC has not obtained an opinion from an independent investment banking firm confirming that the merger consideration is fair to TWC stockholders from a financial point of view.

•        We cannot assure you that the Cellebrite Ordinary Shares will be approved for listing on Nasdaq or that Cellebrite will be able to comply with the continued listing standards of Nasdaq.

•        The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed and such termination could negatively impact TWC and Cellebrite.

•        The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

•        Third parties may terminate or alter existing contracts or relationships with TWC or Cellebrite.

•        TWC and Cellebrite will incur substantial transaction fees and costs in connection with the Business Combination and the integration of their businesses.

•        TWC directors and officers may have interests in the Business Combination different from the interests of Public Stockholders.

•        TWC and Cellebrite will be subject to business uncertainties while the Business Combination is pending.

•        TWC and Cellebrite may be materially adversely affected by negative publicity related to the Business Combination and in connection with other matters.

•        The Business Combination Agreement contains provisions that may discourage other companies from attempting to acquire Cellebrite for greater merger consideration.

•        The Business Combination Agreement contains provisions that may discourage TWC from seeking an alternative business combination.

•        TWC stockholders will have their rights as stockholders governed by the articles of association of Cellebrite.

•        The Sponsor has agreed to vote in favor of the proposals at the Special Meeting, regardless of how Public Stockholders vote.

•        If third parties bring claims against TWC, the proceeds held in the Trust Account could be reduced, and the per share redemption amount received by Public Stockholders may be less than $10.00 per Public Share.

•        If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the TWC Board will not have the ability to adjourn the Special Meeting in order to solicit further votes, and, therefore, the Business Combination will not be approved.

•        As a “foreign private issuer” under applicable securities laws and regulations, Cellebrite is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States, and will follow certain home country governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

•        Cellebrite is an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, Cellebrite Ordinary Shares may be less attractive to investors.

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•        If the Business Combination does not qualify as a reorganization under Section 368(a) of the Code, is taxable under Section 367(a) of the Code, or is otherwise taxable to U.S. Holders of TWC common stock and/or TWC Warrants, then the Merger would be taxable with respect to such U.S. Holders.

•        The IRS may not agree that Cellebrite should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

•        Code Section 7874 may limit the ability of TWC to use certain tax attributes following the Merger, increase Cellebrite’s U.S. affiliates’ U.S. taxable income or have other adverse consequences to Cellebrite and Cellebrite’s shareholders.

•        If we do not qualify for Israeli tax benefits, our effective tax rate on our business income and the Israeli withholding tax on distributions of dividends by us to our shareholders may be higher than expected.

•        We may be subject to deferred Israeli corporate tax liability with respect to certain payments out of income that was previously exempt from Israeli corporate tax.

•        We may be required to pay Israeli taxes, including by way of withholding from our shareholders, as a result of the transactions contemplated by the Business Combination Agreement, and if we do not receive the Transaction Tax Ruling exempting the Indemnified TWC Parties (as defined in the Business Combination Agreement) from certain taxes we may be required to indemnify the Indemnified TWC Parties for such Israeli withholding tax liability.

•        There is no guarantee that a Public Stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

•        If a Public Stockholder fails to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

•        If you or a “group” of Public Stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the Public Shares.

•        You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares potentially at a loss.

•        Joint ventures, partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects.

•        We may acquire or invest in companies and technologies, which may divert our management’s attention, and result in additional dilution to our shareholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments.

•        Our international operations expose us to business, political and economic risks that could cause our operating results to suffer.

•        If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

•        Our provision for income taxes and effective income tax rate may vary significantly and may adversely affect our results of operations and cash resources.

•        We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines, harm and reputation, and adversely affect our business, financial condition, results of operations, and growth prospects.

•        Our pricing structures for our solutions may change from time to time.

•        If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF TWC AND CELLEBRITE

The following table sets forth summary historical comparative share and unit information for TWC and Cellebrite and unaudited pro forma condensed combined per share information of TWC after giving effect to the Business Combination (as defined in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), assuming two redemption scenarios as follows:

•        Assuming No Redemptions: This presentation assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares.

•        Assuming Maximum Redemptions: This presentation assumes that Public Stockholders holding approximately 54,315,817 shares of Class A common stock will exercise their redemption rights for the $543.2 million of funds in the Trust Account. Cellebrite’s obligations under the Business Combination Agreement are subject, among other conditions, to the amount of cash and cash equivalents in the Trust Account (after giving effect to redemptions of Public Shares and payment of TWC expenses but before payment of Cellebrite transaction related expenses), together with the aggregate amount actually received from the PIPE Investors pursuant to the PIPE Investment, any backstop financing received by TWC prior to the Effective Time, and the amount of cash and cash equivalents held by TWC without restriction outside of the Trust Account and interest earned on cash held inside of the Trust Account (less all indebtedness or other accrued payment obligations not constituting transaction related TWC expenses), equaling at least $300 million (the “Minimum Cash Condition”). The Business Combination may be consummated only if TWC has at least $5,000,000 of net tangible assets after giving effect to the redemption of any Public Shares submitted for redemption. If the aggregate redemption price for Public Shares submitted for redemption would exceeds the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the limitation under the Existing TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million. As TWC expects to retain at least the minimum required capital to satisfy its obligation to maintain net tangible assets in excess of $5 million, the Minimum Cash Condition will be satisfied if the PIPE investors consummate their PIPE investments for an aggregate of $300 million of Cellebrite ordinary shares.

The unaudited pro forma book value information reflects the Transactions as if they had occurred on March 31, 2021. The weighted average shares outstanding and net earnings per share information reflect the Transactions as if they had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Cellebrite and TWC and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Cellebrite and TWC is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

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The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Cellebrite and TWC would have been had the companies been combined during the periods presented.

 

Cellebrite

 

TWC

 

Assuming No
Redemptions

 

Assuming Maximum
Redemptions

As of and for the year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per share – basic(1)

 

$

0.49

 

 

$

0.33

 

 

$

1.97

 

 

$

0.09

 

Book value per share – diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic(2)(3)

 

 

128,921,047

 

 

 

15,000,000

 

 

 

223,887,358

 

 

 

181,571,541

 

Weighted average shares outstanding – diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share – basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share – diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(0.07

)

 

$

(1.01

)

 

$

(0.05

)

 

$

(0.12

)

Shareholder’s equity

 

 

63,804