Cellebrite DI Ltd. Files 20-F Annual Report for Fiscal Year 2023

TL;DR

<b>Cellebrite DI Ltd. has submitted its 2023 annual report on Form 20-F, detailing its financial and operational status for the fiscal year ending December 31, 2023.</b>

AI Summary

Cellebrite DI Ltd. (CLBT) filed a Foreign Annual Report (20-F) with the SEC on March 21, 2024. Cellebrite DI Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 94 Shlomo Shmelzer Road, Petah Tikva, Israel. Cellebrite DI Ltd. is classified under SIC code 7372 (Services-Prepackaged Software). The report was filed on March 21, 2024.

Why It Matters

For investors and stakeholders tracking Cellebrite DI Ltd., this filing contains several important signals. This filing provides a comprehensive overview of Cellebrite's financial performance and business operations for the past fiscal year, crucial for investors and stakeholders to assess the company's trajectory. As a 20-F filing, it offers detailed information required by the SEC for foreign private issuers, including financial statements and business descriptions, enabling a deeper understanding of the company's market position and risks.

Risk Assessment

Risk Level: low — Cellebrite DI Ltd. shows low risk based on this filing. The risk level is low as this is a standard annual filing (20-F) and does not contain new or adverse financial information, but rather a summary of the past fiscal year.

Analyst Insight

Review the detailed financial statements and business overview within the 20-F filing to understand Cellebrite's performance and strategic direction for the upcoming year.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period)
• 2024-03-21 — Filing Date (Date the report was submitted)
• 0001854587-24-000018 — Accession Number (Unique identifier for the filing)

Key Players & Entities

• Cellebrite DI Ltd. (company) — Filer of the 20-F report
• 20-F (document) — Form type filed by the company
• December 31, 2023 (date) — Fiscal year end date
• March 21, 2024 (date) — Filing date
• 94 Shlomo Shmelzer Road, Petah Tikva (location) — Company's business address
• 7372 (industry_code) — Standard Industrial Classification code

FAQ

Industry Context

Cellebrite DI Ltd. operates in the software industry, specifically focusing on digital intelligence solutions.

Regulatory Implications

As a foreign private issuer, Cellebrite DI Ltd. is subject to SEC regulations for its annual reporting, including the filing of Form 20-F.

What Investors Should Do

1. Analyze the financial statements within the 20-F for revenue, net income, and other key performance indicators.
2. Review the business overview section to understand Cellebrite's strategic initiatives and market positioning.
3. Examine any disclosed risk factors or legal proceedings to assess potential impacts on the company.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-03-21: Filing Date — Date Cellebrite DI Ltd. submitted its annual 20-F report.

Year-Over-Year Comparison

This is the 2023 annual report filing (20-F), providing updated information compared to previous filings.

Filing Documents

• cele-20231231.htm (20-F) — 2808KB
• exhibit81subsidiariesmar.htm (EX-8) — 2KB
• exhibit121sox302yossi24.htm (EX-12) — 4KB
• exhibit122sox302dana24.htm (EX-12) — 4KB
• exhibit131sox906yossi24.htm (EX-13) — 2KB
• exhibit132sox906dana24.htm (EX-13) — 2KB
• exhibit151consentkpmg202.htm (EX-15) — 1KB
• exhibit152consentey23.htm (EX-15) — 2KB
• exhibit971clawbackpolicy.htm (EX-97) — 16KB
• cele-20231231_g1.jpg (GRAPHIC) — 15KB
• cele-20231231_g2.jpg (GRAPHIC) — 4KB
• exhibit121sox302yossi24001.jpg (GRAPHIC) — 193KB
• exhibit121sox302yossi24002.jpg (GRAPHIC) — 79KB
• exhibit122sox302dana24001.jpg (GRAPHIC) — 196KB
• exhibit122sox302dana24002.jpg (GRAPHIC) — 79KB
• exhibit131sox906yossi24001.jpg (GRAPHIC) — 90KB
• exhibit132sox906dana24001.jpg (GRAPHIC) — 94KB
• exhibit151consentkpmg202001.jpg (GRAPHIC) — 50KB
• exhibit152consentey23001.jpg (GRAPHIC) — 83KB
• exhibit81subsidiariesmar001.jpg (GRAPHIC) — 102KB
• exhibit971clawbackpolicy001.jpg (GRAPHIC) — 240KB
• exhibit971clawbackpolicy002.jpg (GRAPHIC) — 261KB
• exhibit971clawbackpolicy003.jpg (GRAPHIC) — 206KB
• exhibit971clawbackpolicy004.jpg (GRAPHIC) — 276KB
• exhibit971clawbackpolicy005.jpg (GRAPHIC) — 41KB
• exhibit971clawbackpolicy006.jpg (GRAPHIC) — 104KB
• 0001854587-24-000018.txt (&nbsp;) — 14383KB
• cele-20231231.xsd (EX-101.SCH) — 77KB
• cele-20231231_cal.xml (EX-101.CAL) — 120KB
• cele-20231231_def.xml (EX-101.DEF) — 359KB
• cele-20231231_lab.xml (EX-101.LAB) — 798KB
• cele-20231231_pre.xml (EX-101.PRE) — 642KB
• cele-20231231_htm.xml (XML) — 1526KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE 7

KEY INFORMATION

ITEM 3.KEY INFORMATION 8

INFORMATION ON THE COMPANY

ITEM 4.INFORMATION ON THE COMPANY 56

UNRESOLVED STAFF COMMENTS

ITEM 4A.UNRESOLVED STAFF COMMENTS 72

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 73

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 92

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 133

FINANCIAL INFORMATION

ITEM 8.FINANCIAL INFORMATION 139

THE OFFER AND LISTING

ITEM 9.THE OFFER AND LISTING 139

ADDITIONAL INFORMATION

ITEM 10.ADDITIONAL INFORMATION 140

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 167

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 167 PART II

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 168

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 168

CONTROLS AND PROCEDURES

ITEM 15.CONTROLS AND PROCEDURES 168

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT 169

CODE OF ETHICS

ITEM 16B.CODE OF ETHICS 169

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES 170

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 170

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 170

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 170

CORPORATE GOVERNANCE

ITEM 16G.CORPORATE GOVERNANCE 171

MINE SAFETY DISCLOSURE

ITEM 16H.MINE SAFETY DISCLOSURE 171

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 171

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 171

CYBERSECURITY

ITEM 16K. CYBERSECURITY 172 PART III

FINANCIAL STATEMENTS

ITEM 17.FINANCIAL STATEMENTS 174

FINANCIAL STATEMENTS

ITEM 18.FINANCIAL STATEMENTS 174

EXHIBITS

ITEM 19.EXHIBITS 174 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

SIGNATURES

SIGNATURES 176 5 Table of Content INTRODUCTORY NOTE Unless otherwise stated or unless the context otherwise requires, the terms "Company," "the registrant," "our company," "the company," "we," "us," "our," "ours," and "Cellebrite" as used in this annual report on Form 20-F (this "Form 20-F" or "Annual Report") refer to Cellebrite DI Ltd., a company organized under the laws of the State of Israel. Cellebrite is a global leader providing a suite of digital investigative ("DI" or "Digital Investigative") solutions, comprised of software and services, for legally sanctioned investigations. Cellebrite currently has two classes of securities listed on the Nasdaq Global Market ("Nasdaq"): our ordinary shares, NIS 0.00001 par value ("Ordinary Shares" or "ordinary shares"), and warrants to purchase Ordinary Shares ("Warrants"). On April 8, 2021, Cellebrite entered into a Business Combination Agreement and Plan of Merger (the "Merger Agreement") with TWC Tech Holdings II Corp. ("TWC"), which closed on August 30, 2021 (the "Closing"), pursuant to which TWC became a wholly-owned subsidiary of Cellebrite (the "Merger"), the security holders of TWC became security holders of Cellebrite and Cellebrite became a publicly traded company with its securities listed on Nasdaq. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP" or "U.S. GAAP"). We present our combined financial statements in U.S. dollars ("U.S. dollars" "USD," "US

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Not applicable. B. Advisers Not applicable. C. Auditors Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 7 Table of Content

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to us or that we consider immaterial as of the date of this Annual Report. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Risks Related to Cellebrite's Business and Industry If we do not continue to develop new and technologically advanced solutions and enhance our products, our future revenue, financial and operating results would be negatively affected. Cellebrite offers a comprehensive suite of digital investigative, or DI, solutions that includes a variety of solutions designed to help our customers collect, review, analyze and manage investigative data with respect to legally sanctioned investigations. We specialize in the creation of software based solutions that enable collection, decoding, decryption, analysis, reporting, review and management of data derived from digital sources manufactured or produced by a variety of original equipment manufacturers ("OEMs") as well as the applications installed on such sources. Because OEMs and other software manufacturers are continuously changing their products, our success depends on our ability to design and develop new solutions and upgrades to our existing software solutions that keep up with these changes. To remain competitive, we must continue to develop new offerings, as well as features and enhancements to our existing solutions. Maintaining adequate research and development personnel and resources to meet the demands of the market is essential. Howe

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View this 20-F filing on SEC EDGAR