Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is the Cellebrite DI Ltd.'s ("Cellebrite") Q2 earnings
release. Such exhibit and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Exchange Act, or otherwise be
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Additional Information
In connection with the proposed business combination between Cellebrite and TWC
Tech Holdings II Corp. ("TWC"), Cellebrite has filed a registration statement on
Form F-4, as amended, that includes a proxy statement of TWC in connection with
TWC's solicitation of proxies for the vote by its stockholders with respect to
the proposed business combination and other matters as may be described in the
registration statement (the "proposed transaction"). The registration statement
on Form F-4, as amended, was declared effective on August 6, 2021. Cellebrite
and TWC also plan to file other documents with the SEC regarding the proposed
transaction and a proxy statement / prospectus is also being mailed to TWC's
stockholders. The TWC board of directors has set August 5, 2021 as the record
date for the special meeting for voting on the proposed transaction. Only
holders of record of TWC Class A Common Stock at the close of business on August
5, 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. Before making any investment or voting decision, stockholders
and other interested persons are advised to read the registration statement and
proxy statement / prospectus regarding the proposed transaction and any other
relevant documents, including any amendments or supplements to these documents,
carefully and in their entirety because these materials will contain important
information about Cellebrite, TWC and the proposed transaction. The proxy
statement / prospectus, as well as other filings containing information about
Cellebrite and TWC are available, without charge, at the Securities and Exchange
Commission's (the "SEC") website at www.sec.gov, or at Cellebrite's website at
www.cellebrite.com, or by directing a request to: TWC Tech Holdings II Corp.,
Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.
Participants in the Solicitation
Cellebrite and TWC and their respective directors and officers may be deemed
participants in the solicitation of proxies of TWC stockholders in connection
with the proposed business combination. TWC stockholders, Cellebrite's
shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Cellebrite and TWC
at Cellebrite's website at www.cellebrite.com, or in the proxy
statement/prospectus on Form F-4, as amended, filed by Cellebrite with the SEC.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to TWC's stockholders in connection
with the proposed transaction may be obtained by reading the proxy statement /
prospectus for the proposed transaction. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the
proposed transaction may be obtained by reading the proxy statement / prospectus
for the proposed transaction.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or in respect of
the proposed business combination and shall not constitute an offer to sell or
exchange, or a solicitation of an offer to buy or exchange, the securities of
Cellebrite, TWC or the combined company, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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Forward-Looking Statements
This Current Report on Form 8-K "forward looking statements" within the meaning
of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "forecast," "intend," "seek," "target," "anticipate,"
"believe," "could," "continue," "expect," "estimate," "may," "plan," "outlook,"
"future" and "project" and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information. Such forward
looking statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of TWC, Cellebrite or the combined
company after completion of the proposed business combination, subject to TWC
stockholder approval and customary closing conditions, contemplated by the
proposed transaction are based on current expectations that are subject to risks
and uncertainties. In addition to the factors previously disclosed in
Cellebrite's reports filed with the SEC and those identified elsewhere in this
press release, the following factors, among others, could cause actual results
or outcomes to differ materially from those indicated by such forward looking
statements in this press release or historical performance to: (1) risks and
uncertainties related to the inability of the parties to successfully or timely
consummate the business combination, including the risk that any required
regulatory approvals or stockholder approvals of TWC are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the business combination is not
obtained; (2) the number of redemption requests made by TWC's public
stockholders; (3) the ability to meet Nasdaq's listing standards (or the
standards of any other securities exchange on which securities of the public
entity are listed) following the consummation of the business combination; the
inability to complete the private placement of ordinary shares of Cellebrite to
certain institutional accredited investors; (4) the risk that the proposed
transaction disrupts current plans and operations of Cellebrite as a result of
the announcement and consummation of the transactions described herein; (5) the
ability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key
employees; the duration and global impact of COVID-19; (6) costs related to the
proposed business combination; the outcome of any legal proceedings that may be
instituted against Cellebrite, TWC, or any of their respective directors or
officers, regarding the proposed transaction; (7) the ability of Cellebrite or
the combined company to issue equity or equity-linked securities in connection
with the proposed business combination or in the future; the failure to realize
anticipated pro forma results and underlying assumptions, including with respect
to estimated stockholder redemptions and purchase price and other adjustments;
(8) changes in applicable laws or regulations; (8) changes in applicable laws or
regulations; (9) the possibility that Cellebrite may be adversely affected by
other economic, business, and/or competitive factors; and (10) other risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in forward-looking statements indicated from time to time
in other documents filed or to be filed with the SEC by TWC or Cellebrite. You
are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. TWC and Cellebrite undertake no commitment
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by law.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in TWC,
Cellebrite or the combined company and is not intended to form the basis of an
investment decision in TWC, Cellebrite or the combined company. All subsequent
written and oral forward-looking statements concerning TWC and Cellebrite, the
proposed transaction or other matters and attributable to TWC and Cellebrite or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
Non-GAAP Financial Measure and Related Information
Certain of the exhibits to this Current Report on Form 8-K reference financial
measures that are not prepared in accordance with U.S. generally accepted
accounting principles ("GAAP"), such as Non-GAAP Operating Income (loss),
Adjusted EBITDA and Annual Recurring Revenue. These non-GAAP financial measures
do not have a standardized meaning, and the definition of EBITDA used by
Cellebrite may be different from other, similarly named non-GAAP measures used
by others. In addition, such financial information is unaudited and does not
conform to SEC Regulation S-X and as a result such information may be presented
differently in future filings by Cellebrite with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Cellebrite Q2 Earnings Release.
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