United States securities and exchange commission logo
June 14, 2021
Yossi Carmil
Chief Executive Officer
Cellebrite DI Ltd.
94 Shlomo Shmelzer Road
Petah Tikva 4970602, Israel
Re: Cellebrite DI Ltd.
Registration
Statement on Form F-4
Filed May 17, 2021
File No. 333-256177
Dear Mr. Carmil:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Questions and Answers about the Proposals, page 8
1. Please add a Q&A that
discloses all possible sources and extent of dilution that
shareholders who elect
not to redeem their shares may experience in connection with the
business combination.
Provide disclosure of the impact of each significant source of
dilution, including the
amount of equity held by founders, convertible securities, including
warrants retained by
redeeming shareholders, at each of the redemption levels detailed in
your sensitivity
analysis, including any needed assumptions.
What will TWC Stockholders Receive in the Business Combination?, page 8
2. Rather than repeating
the formula for calculating the amount of cash and stock to be
received by TWC
stockholders, you should provide the approximate cash and stock that
Yossi Carmil
Cellebrite DI Ltd.
June 14, 2021
Page 2
TWC stockholders will receive for each share of their TWC stock. You
can provide
different scenarios based upon differing redemption totals. To help
TWC stockholders
evaluate whether to seek redemption, provide a separate Q&A comparing
the amount of
cash to be received by those who seek redemption versus those who
receive the merger
consideration.
How do I Exercise My Redemption Rights?, page 12
3. Please clarify whether public shareholders that redeem their shares
will retain any
warrants. If so, quantify the value of warrants, based on recent
trading prices, that may be
retained by redeeming stockholders assuming maximum redemptions and
identify any
material resulting risks. Also, revise your disclosure to show the
potential impact of
redemptions on the per share value of the shares owned by
non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption
scenarios, including
minimum, maximum and interim redemption levels.
Do Any of TWC's Directors or Officers or Other Third Parties Have Interests in
the Business
Combination..., page 15
4. Please disclose whether the sponsor or any of the company s officers
and directors
have fiduciary or contractual obligations, as well as any interest in,
or affiliation
with Cellebrite or its affiliates. If so, please clarify how the board
considered these
interests in negotiating and recommending the business combination.
5. We note TWC's charter waived the corporate opportunities doctrine.
Please address
this potential conflict of interest and whether it impacted TWC's
search for an acquisition
target.
Summary of the Proxy Statement/Prospectus, page 18
6. You disclose that the sponsor and directors of TWC have agreed to vote
all of their shares
of TWC common stock in favor of the Business Combination. Since the
business
combination proposal requires only the affirmative vote of the
majority of the votes cast
by TWC stockholders, disclose the percentage of remaining shares
needed to vote for the
business combination proposal if only a quorum of TWC shares are
present.
Redemption Rights, page 20
FirstName LastNameYossi Carmil
7. We note that the Sponsor has agreed to waive its redemption rights with
respect to any
Comapany NameCellebrite
shares of TWC common DI Ltd.
stock it may hold. Please describe any
consideration provided in
exchange
June 14, for2this agreement.
2021 Page
FirstName LastName
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
June NameCellebrite DI Ltd.
14, 2021
June 14,
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If the PIPE Investments are not consummated and Cellebrite does not waive the
Minimum Cash
Amount..., page 54
8. Please highlight any material differences in the terms and price of
securities issued at the
time of the IPO as compared to the PIPE investment. Disclose if the
PIPE
investors include SWAG's sponsors, directors, officers or their
affiliates.
Risk Factors
Risks Relating to the Merger, page 54
9. Please add a risk factor that discusses the material risks to
unaffiliated investors presented
by taking the company public through a merger rather than an
underwritten offering.
These risks could include the absence of due diligence conducted by an
underwriter that
would be subject to liability for any material misstatements or
omissions in a registration
statement.
TWC directors and officers may have interests in the Business Combination
different from the
interests of Public Stockholders, page 60
10. Please highlight the risk that the sponsor may have been incentivized
to complete an
acquisition of a less favorable target company or on terms less
favorable to shareholders
rather than liquidate. Also, clarify if the sponsor and its affiliates
can earn a positive rate
of return on their investment, even if other SPAC shareholders
experience a negative rate
of return in the post-business combination company.
Certain Material U.S. Federal Income Tax Considerations, page 121
11. We note that the parties "intend" for the business combination to be a
reorganization
within the meaning of Section 368(a) of the Tax Code. However, the
disclosure does not
indicate whether the parties expect the business combination to be
tax-free (with respect to
the receipt of stock) to U.S. holders. Revise to make clear whether
the parties expect the
business combination to be tax-free to U.S. holders. If you are unable
to conclude that the
business combination is likely to be tax-free, revise your risk factor
relating to the material
tax consequences of the business combination (page 63) to focus on the
uncertainty and
the consequences of the business combination being taxable to U.S.
holders. If you are
able to conclude that the business combination is likely to be
tax-free to U.S. holders,
include a tax opinion supporting such a conclusion. For further
guidance see Staff Legal
Bulletin No. 19 (October 14, 2011) and Item 601(b)(8) of Regulation
S-K.
Industry Background, page 162
12. We note reference in this section to Cellebrite's 2021 Industry Trends
Survey. Please
briefly describe the parameters of the survey, including a discussion
of the number of
participants and how they were selected.
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
June NameCellebrite DI Ltd.
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The Cellebrite DI platform, page 163
13. Please provide support for your claims that Cellebrite s Universal
Forensic Extraction
Device has become the industry standard in investigations, and that
the reports produced
by your collect, review, analyze, and manage solutions have become the
standard in
investigation and legal processes.
Properties and Facilities, page 171
14. Please file your material lease agreements as exhibits to your
registration statement. Refer
to Item 21 of Form F-4 and Item 601(b)(10)(ii)(D) of Regulation S-K.
Contractual Obligations, page 175
15. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Cellebrite s Management s Discussion and Analysis of Financial Condition
and Result of
Operations
Key Metrics, page 180
16. Your disclosure of Adjusted EBITDA should be accompanied by the
measure calculated
using the most directly comparable GAAP measure. Please revise here
and throughout
your filing where you present Adjusted EBITDA. Refer to Regulation G.
17. Provide a reconciliation of your Adjusted EBITDA measure to the most
directly
comparable GAAP measure. Refer to Regulation G.
18. Provide a statement disclosing the reasons why management believes
that presentation of
Adjusted EBITDA provides useful information to investors regarding the
Company s
financial condition and results of operations. Refer to Item 10(e) or
Regulation S-K.
19. Your disclosure indicates that your Adjusted EBITDA calculation
includes an adjustment
for deferred customer acquisition costs. Clarify what this adjustment
represents and why
you do not consider these costs normal, recurring cash operating
expenses necessary to
operate your business. Refer to Regulation G and the Division of
Corporation Finance's
Non-GAAP Compliance and Disclosure Interpretation 100.01.
Key Factors Affecting Our Performance
Increase penetration within existing customers, page 180
20. Please disclose the basis for your belief that you have 20%
penetration of your existing
customer base.
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
June NameCellebrite DI Ltd.
14, 2021
June 14,
Page 5 2021 Page 5
FirstName LastName
Cellebrite s Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Results of Operations
Comparison of years ended December 31, 2020 and 2019, page 184
21. Please disclose the number of Cellebrite's customers, and customers by
type (i.e.,
strategic, prime and private), for each period presented, as well as
the percentage of
revenue generated from each type.
22. You state that the change in your subscription revenue was primarily
due to an increase in
new bookings, the expansion of your install base, and the adoption of
your leading Collect
& Review offering in a term-based license model instead of a perpetual
license model.
Please revise to quantify each of these factors. Refer to Item
303(a)(3) of Regulation SK
and Section III.D of SEC Release No. 33-6835
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 195
23. You disclose that the unaudited pro forma condensed combined financial
information has
been prepared in accordance with Article 11 of Regulation S-X as
amended by the final
rule, Release No. 33-10786 Amendments to Financial Disclosures
about Acquired and
Disposed Businesses. However, your disclosure on page 203 states
that with respect to
the statement of operations, adjustments are made to give pro forma
effect to events that
have a continuing impact on the results of the combined company
following
consummation of the business combination. Please clarify how this
complies with Rule
11-02 of Regulation S-X.
Description of Transaction, page 196
24. You disclose that concurrently with the execution of the Business
Combination
Agreement, Cellebrite and the PIPE Investors entered into the Share
Purchase Agreements
providing for the purchase by the PIPE Investors at the Effective Time
of an aggregate of
30,000,000 Cellebrite Ordinary Shares at a price per share of $10.00
for gross proceeds to
existing Cellebrite shareholders of $300,000,000. Tell us why you have
not included the
shares issued and proceeds received in connection with the PIPE
financing in any of your
pro forma financial statements or calculations. Refer to Rule
11-01(a)(8) of Regulation S-
X. In addition, please clarify whether this Agreements relates to the
Forward Purchase
Agreement disclosed on your page F-19. Explain why the Forward
Purchase Agreement
is not included in the pro forma financial information.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 203
25. You disclose that certain holders have the right to receive additional
shares of Cellebrite
Ordinary Shares if certain share price thresholds are achieved. Please
clarify the holders
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
June NameCellebrite DI Ltd.
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that have these rights and whether any are employees that have
continuing employment
obligations. If so, tell us how you considered the provisions of ASC
718 in accounting for
these shares. Please disclose the number of shares that holders have
the right to receive,
the share price thresholds that must be met, and the events upon which
they are earned.
Please also clarify the impact on your balance sheet and statement of
operations if these
shares are determined to be liabilities, both upon closing of the
merger and in subsequent
periods. Also tell us when you expect to complete your accounting
analysis with respect
to the treatment of these shares.
Management Following the Merger
Directors and Director Nominees, page 208
26. Please disclose if any of your directors were nominated or serve based
on
any arrangement or understanding with major shareholders. In this
regard, we note that
Mr. Utsumi is affiliated with SUNCORPORATION, your majority
shareholder. Refer to
Item 18 of Form F-4 and Item 6.A.5 of Form 20-F.
Security Ownership of Certain Beneficial Owners and Management of Cellebrite,
page 251
27. In addition to disclosing the beneficial ownership of your sponsor and
its affiliates, please
also disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities
they
own, including equity securities that the sponsor has the right to
acquire beyond 60 days.
28. Please disclose the portion of each class of Cellebrite securities
held in the United States
and the number of record holders in the United States. Refer to Item
18 of Form F-
4 and Item 7.A.2 of Form 20-F.
Note 2 Summary of Significant Accounting Policies
J. Revenue Recognition, page F-35
29. Clarify whether your term based licenses are installed on the customer
s computers on
premise, and whether the customer accesses any information from cloud
solutions that you
or third parties provide. If so, tell us how you considered any such
cloud services in your
determination that the license is distinct and it is appropriate to
recognize revenue at a
point in time. Refer to ASC 606-10-25-21.
30. Please further clarify the nature of the software updates and upgrades
provided to
customers and how you determined that they are distinct from the
software license.
Clarify if the updates modify the functionality of the software, or
provide any content,
security or other updates that are critical to the customer being able
to obtain the ongoing
functionality and intended utility of the software. As part of your
response, clarify the
frequency of the updates provided, the percentage of customers that
regularly download
them, and if the licenses are ever sold without the updates. In this
regard, we note your
disclosure on page 168 that the velocity of software updates crease a
significant barrier for
competitors and your research and development team delivers updated
software within
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FirstName LastNameYossi Carmil
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Comapany
June NameCellebrite DI Ltd.
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days of major operating system update releases. Refer to ASC
606-10-25-21.
31. Please further clarify the nature of the implementation services that
your provide in
connection with your software licenses and how you determined they are
distinct
performance obligations. Clarify if they modify or customize the
software in any way.
Please also clarify if you sell licenses to customers without
implementation services and if
the installation services can be performed by other providers. Refer
to ASC 606-1-25-21.
32. Your disclosure indicates that revenues related to other professional
services are generally
recognized over time and in certain cases at point in time upon
satisfaction of the
performance obligation. Please clarify your method of measuring
progress toward
satisfaction of the performance obligation and the factors you
considered in determining
this methodology. Refer to ASC 606-10-25-33.
Note 5 Short-term deposits, page F-45
33. Please further clarify the composition of your short term deposits and
restricted deposits,
including the underlying investments. Also please quantify the portion
that is restricted
and describe the nature of the restrictions.
Note 12 Shareholders equity and redeemable convertible preferred shares
d. Option Plan and RSU's, page F-49
34. Please revise your disclosure to include the fair value of your
ordinary shares used in the
determination of the fair value of your options and RSUs granted
during each period
presented. For options and RSUs granted within six months of the
determination of the
agreed fair value of your equity shares for purposes of the merger
described in Note 23,
please reconcile and explain any differences between the fair value of
the ordinary shares
determined on each grant date and the fair value determined in
connection with the
merger. Describe the objective evidence that supports your
determination of the fair value
of the underlying ordinary shares at each grant date and fully
describe the assumptions
utilized at these valuation dates that are significantly different
than those used in the
determination of the fair value of your equity shares for purposes of
the merger.
Celebrite DI Ltd. Financial Statements
Notes to Consolidated Financial Statements
Note 13 Net loss per share, page F-51
35. Please clarify how your net basic and diluted loss per ordinary share
used in the numerator
is calculated. Provide a reconciliation of your net income/(loss) as
reflected on page F-30
to the amount used in your numerator for each period presented, and
fully explain the
reconciling items.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Yossi Carmil
Cellebrite DI Ltd.
June 14, 2021
Page 8
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716
or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at
(202) 551-3815
with any other questions.
FirstName LastNameYossi Carmil Sincerely,
Comapany NameCellebrite DI Ltd.
Division of
Corporation Finance
June 14, 2021 Page 8 Office of
Technology
FirstName LastName