United States securities and exchange commission logo
July 15, 2021
Yossi Carmil
Chief Executive Officer
Cellebrite DI Ltd.
94 Shlomo Shmelzer Road
Petah Tikva 4970602, Israel
Re: Cellebrite DI Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed June 29, 2021
File No. 333-256177
Dear Mr. Carmil:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
14, 2021 letter.
Amendment No.1 to Form F-4 Filed June 29, 2021
Questions and Answers About the Proposals
Q: What Will TWC Shareholders Receive in Connection with the Business
Combination?, page
9
1. We note your added
disclosure in response to prior comment 2; however, it is not clear
how the formula
calculation for the Per Share Cash Consideration and Per Share Equity
Consideration results
in the figures in the table. For example while the cash to be received
by pubic shareholders
appears to range from $0 to the Per Share Cash Consideration, the
table presents only a
single scenario where public shareholders receive cash greater than
$0. Please advise.
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
July NameCellebrite DI Ltd.
15, 2021
July 15,
Page 2 2021 Page 2
FirstName LastName
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of TWC
and
Cellebrite, page 32
2. Please clarify your calculations of Weighted average shares
outstanding-diluted and
Weighted average shares outstanding-basic and diluted under the
Assuming No
Redemptions and Assuming Maximum Redemptions scenarios for
the three months
ended March 31, 2021. Clarify what these captions represent and how
they are calculated.
In this regard, it does not appear that these captions agree to the
same presentation on page
214.
Risk Factors
We may not enter into relationships with potential customers..., page 47
3. Please revise this risk factor to describe the safeguards you have in
place to prevent the
sale of your products to customers who may use them in a manner that
is inconsistent with
your organizational mission or values. Provide a summary of past
abuses of your products
of which you are aware and discuss any changes made to your safeguards
in light of those
incidents. Clarify the steps you have taken to ensure that customers
with whom you have
severed ties do not continue to use your products, as well as steps
you have taken to
compensate or otherwise assist individuals who may have been harmed
through the
inappropriate use of your technology.
We occasionally have limited access to third party data..., page 47
4. We note public reports that there have been past vulnerabilities in
Cellebrite's software
that have allowed malicious access to customer data. If true, please
revise this risk factor
to summarize the material facts of such intrusion(s).
U.S. Federal Income Tax Considerations of the Merger, page 127
5. We note your response to prior comment 11; however, if your
"intention" that the merger
qualify as a "reorganization" under Section 368(a) of the Tax Code is
too uncertain to be
supported by a tax opinion, you should remove this representation as
it could be confusing
to shareholders.
Unaudited Pro Forma Condensed Combined Financial Information
Description of Transaction, page 210
6. In your response to prior comment 24 you state that the Forward
Purchase Agreement was
terminated in April 2021 prior to the signing of the business
combination agreement.
However, your disclosures on page 245, F-19, F-22, F-40 and F-43 do
not indicate that
this agreement has been terminated. Please revise your disclosures
accordingly, or please
further clarify the details of any outstanding forward commitments,
including any shares
that are contractually committed to be purchased, and explain why
these shares are not
included in your pro forma financial information.
Yossi Carmil
Cellebrite DI Ltd.
July 15, 2021
Page 3
Celebrite DI Ltd. Financial Statements - December 31, 2021
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
J. Revenue Recognition, page F-55
7. We note your response to prior comment 30. Please describe in further
detail the specific
features and functionality that your updates and upgrades provide.
Clarify if any involve
updates to the software s source code, or other updates required as
a result of changes in,
or additions to, digital sources accessed by your software, including
updates made by third
parties to their operating systems or their security software. Tell us
how you considered
the critical nature of any such updates in allowing customers to
continue to derive the
intended benefit of the software.
8. Your disclosure on page 35 states that if you are unable to update
your software quickly
enough to keep up with the evolving security and encryption strategies
in the industry, the
value of your solutions may decrease and your software may be
vulnerable to malicious
attacks. Clarify if any of your updates or upgrades address these
security and encryption
risks and, if so, how you considered whether they are critical to
allowing customers to
derive the intended benefit of the software.
Note 13 Net loss per share, page F-71
9. We note your response to prior comment 35. Please revise your
disclosure to include a
reconciliation of the numerators and the denominators of your basic
and diluted per-share
computation, including the effect that has been given to preferred
dividends in arriving at
income available to common stockholders. Refer to ASC 260-10-50-1.
This comment also
applies to your financial statement disclosures for the three months
ended March 31, 2021.
Celebrite DI Ltd. Financial Statements - March 31, 2021
Condensed Consolidated Interim Statement of Redeemable Convertible Preferred
Shares and
Shareholders Equity , page F-83
10. It appears that during the three months ended March 31, 2021, 941,515
options were
exercised with a total impact on stockholders equity of less than
$1,000. However, your
disclosure on page F-90 appears to indicate that 805,363 options were
exercised with a
FirstName LastNameYossi Carmil
weighted average exercise price of $2.752. Please reconcile these
disclosures and clarify
Comapany NameCellebrite
the proceeds receivedDIupon
Ltd.exercise of these options and how they are
reflected in your
July 15,financial statements.
2021 Page 3
FirstName LastName
Yossi Carmil
FirstName LastNameYossi Carmil
Cellebrite DI Ltd.
Comapany
July NameCellebrite DI Ltd.
15, 2021
July 15,
Page 4 2021 Page 4
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Technology