Cellebrite Announces Filing of Registration Statement on Form F-4 as part of its proposed business combination with TWC Tech Holdings
PETAH TIKVA, Israel, May 17, 2021 / PRNewswire / – Cellebrite DI Ltd. (“Cellebrite”), the global leader in digital intelligence solutions for the public and private sectors, today announced that it has filed a registration statement with the United States Securities and Exchange Commission (“SEC”) . on Form F-4 (the “Registration Statement”), which contains a Proxy Circular / Preliminary Prospectus, in connection with the previously announced proposed business combination with TWC Tech Holdings II Corp. (“TWC Tech Holdings”), a special publicly traded company acquisition purpose (the “Business Combination”). Although the registration statement has not yet entered into force and the information contained therein is subject to change, it provides important information about Cellebrite and TWC Tech Holdings, as well as the business combination. Once the registration statement is declared effective, the final Proxy Circular / Prospectus and other relevant documents will be mailed to the shareholders of TWC Tech Holdings on a registration date to be established for voting on the business combination.
The Class A common shares of TWC Tech Holdings are currently traded on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWCT”. In connection with the closing of the business combination, subject to approval, Cellebrite intends to request that its common shares be listed on the Nasdaq under the new ticker symbol “CLBT”. Completion of the business combination, expected in the second or third quarter of 2021, is subject to the approval of the shareholders of Cellebrite and TWC Tech Holdings, respectively, upon satisfaction or waiver of the closing conditions identified in the merger agreement, the registration statement declared effective by the SEC, and other customary closing conditions.
Cellebrite’s mission is to empower our clients to protect and save lives, accelerate justice, and preserve privacy in communities around the world. Cellebrite is the global leader in digital intelligence solutions for the public and private sectors, empowering organizations to master the complexity of legally sanctioned digital investigations by streamlining intelligence processes. Trusted by thousands of leading agencies and companies in more than 140 countries, Cellebrite’s digital intelligence platform and solutions are transforming the way customers collect, examine, analyze and manage data in the framework of investigations sanctioned by law. To find out more, visit us at www.cellebrite.com and https://www.cellebrite.com/en/investors.
About TWC Tech Holdings II Corp.
TWC Tech Holdings II Corp. is a blank check company created for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, reorganization or similar business combination. TWC Tech Holdings lifted $ 600 million during its initial public offering in September 2020. TWC Tech Holdings’ securities are listed on the Nasdaq under the ticker symbols “TWCT”, “TWCTU” and “TWCTW”.
About True Wind Capital
True Wind Capital is a San Franciscoprivate equity firm based on investments in leading technology companies. True Wind has a broad investment mandate, with deep industry expertise in software, technology services and hardware.
Caution regarding forward-looking statements
Certain statements contained in this press release are forward-looking statements. Forward-looking statements generally relate to future events, including the future financial or operational performance of Cellebrite. In some cases, you may identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”. “,” Predict, “” potential “or” continue “, or the negatives of these terms or their variations or similar terminology. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results differ materially from those expressed or implied by these forward-looking statements.
These forward-looking statements are based on estimates and assumptions which, while believed to be reasonable by Cellebrite and its management, are inherently uncertain. These forward-looking statements may include estimated financial information. These forward-looking statements regarding the income, earnings, performance, strategies, prospects and other aspects of the business of TWC Tech Holdings, Cellebrite or the Amalgamated Company after the completion of the Business Combination are based on current expectations. which are subject to risks and uncertainties. A number of factors could cause actual results or results to differ materially from those indicated by these forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination; (2) the inability to complete the business combination due to failure to obtain shareholder approval of Cellebrite and TWC Tech Holdings or other closing conditions; (3) the ability to meet Nasdaq listing standards after the completion of the business combination; (4) the risk that the business combination will disrupt Cellebrite’s current plans and operations as a result of the announcement; (5) the ability to recognize the expected benefits of the business combination, which may be affected, inter alia, by competition, the ability of the combined business to develop and manage its growth profitably, to maintain relations with customers and suppliers and to retain its management and key employees; (6) costs associated with business combinations; (7) changes in applicable laws or regulations; (8) the possibility that Cellebrite will be adversely affected by other economic, business and / or competitive factors; and (9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by Cellebrite. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of issue. TWC Tech Holdings and Cellebrite do not undertake to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Nothing in this press release should be construed as a representation by anyone that the forward-looking statements set forth herein will materialize or that any of the intended results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. None of TWC Tech Holdings or Cellebrite undertakes to update these forward-looking statements except as required by law.
This communication concerns the business combination involving Cellebrite and TWC Tech Holdings. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or approval, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of that jurisdiction. In connection with the business combination, Cellebrite has filed with the SEC the registration statement which includes a proxy circular from TWC Tech Holdings in connection with the proxy solicitation by TWC Tech Holdings for shareholder voting of TWC Tech Holdings regarding the business combination. and other matters that may be described in the registration statement. Cellebrite and TWC Tech Holdings also plan to file other documents with the SEC relating to the business combination and a proxy circular / prospectus will be sent to holders of Class A common shares of TWC Tech Holdings. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE INVITED TO CAREFULLY READ FORM F-4 AND THE PROXY / PROSPECTUS STATEMENT CONCERNING THE BUSINESS COMBINATION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEREFORE. BECAUSE THEY CONTAIN IMPORTANT COMBINATION INFORMATION. The proxy circular / prospectus, as well as other documents containing information about Cellebrite and TWC Tech Holdings will be available free of charge on the SEC website (http://www.sec.gov), or on the Cellebrite website at www.cellebrite.com, or by directing a request to: TWC Tech Holdings II Corp., Four Embarcadero Center, Suite 2100, San Francisco, California 94111.
Participants in the solicitation
Cellebrite and TWC Tech Holdings and their respective directors and officers may be considered participants in the proxy solicitation of the shareholders of TWC Tech Holdings in connection with the business combination. TWC Tech Holdings shareholders, Cellebrite shareholders and others may obtain more detailed information about the directors and officers of Cellebrite and TWC Tech Holdings, free of charge, from the Cellebrite website at www.cellebrite.com, or in the annual report of TWC Tech Holdings on Form 10-K for the fiscal year ended December 31, 2020, respectively.
Information regarding who may, under SEC rules, be considered participants in the solicitation of proxies from the shareholders of TWC Tech Holdings in connection with the business combination will be set out in the proxy circular / prospectus for the business combination when available. Additional information regarding the interests of participants in the proxy solicitation in connection with the business combination will be included in the proxy circular / prospectus filed with the SEC in connection with the business combination.
No offer or solicitation
This document is not a proxy circular or a solicitation or proxy, consent or authorization with respect to any securities or with respect to the business combination and does not constitute an offer to sell or exchange, nor a solicitation of an offer to buy or exchange the securities of Cellebrite, TWC Tech Holdings or the amalgamated company, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation , sale or trade would be illegal prior to registration or qualification under the securities laws of such jurisdiction. . No offer of securities may be made except by means of a prospectus meeting the requirements of Article 10 of the Securities Act or an exemption therefrom.
Vice President of Global Communications
+1 973 206 7643
Vice President, Investor Relations
+972 73 394 8440
For TWC Tech Holdings:
Jonathan gasthalter/Nathaniel Garnick
Gasthalter & Co.
+1 (212) 257-4170