CLBT Cellebrite DI

Filed: 29 Oct 20, 4:12pm




Washington, D.C. 20549









Date of Report (Date of earliest event reported):  October 29, 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.

 Separate Trading of Units, Class A Common Stock and Warrants


As previously reported, on September 15, 2020, TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), consummated its initial public offering 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 (“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 October 29, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Class A Common Stock and the Warrants comprising the Units commencing on November 2, 2020. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “TWCTU,” and the Class A Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “TWCT” and “TWCTW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact American Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and Warrants.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


The following exhibit is filed herewith:


Exhibit No. Description of Exhibits
99.1 Press Release, dated October 29, 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.


Dated: October 29, 2020 

 TWC Tech Holdings II Corp.
 By:/s/ Adam H. Clammer
  Name: Adam H. Clammer
  Title:Chief Executive Officer