CLBT Cellebrite DI

Filed: 21 Sep 20, 4:00pm





Washington, D.C. 20549









Date of Report (Date of earliest event reported): September 21, 2020 (September 15, 2020)


TWC Tech Holdings II Corp.

(Exact name of registrant as specified in its charter)


Delaware 001-39499 85-2061861
(State or other jurisdiction
of incorporation)
File Number)
 (IRS Employer
Identification No.)


Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (415) 780-9975


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on
which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant TWCTU The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share TWCT The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share TWCTW The Nasdaq Stock Market LLC


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


Emerging growth company þ


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 8.01. Other Events.


On September 15, 2020, TWC Tech Holdings II Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 60,000,000 units (the “Units”), which included 7,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $600,000,000.


On September 15, 2020, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 9,666,667 Warrants (the “Private Placement Warrants”) to TWC Tech Holdings II, LLC (the “Sponsor”), generating gross proceeds to the Company of $14,500,000.


A total of $600,000,000, comprised of $588,000,000 of the proceeds from the IPO (which amount includes $21,000,000 of the underwriters’ deferred discount) and $12,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.


An audited balance sheet as of September 15, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01. Financial Statement and Exhibits.




Exhibit No. Description
99.1 Audited Balance Sheet as of September 15, 2020.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 TWC Tech Holdings II Corp.
 By:/s/ Adam H. Clammer
  Name: Adam H. Clammer
  Title:Chief Executive Officer
Dated: September 21, 2020