TWC Tech Holdings II Amends Cellebrite Stake

TL;DR

TWC Tech Holdings II filed a 13D/A amendment for Cellebrite DI Ltd. - ownership change incoming.

AI Summary

On August 29, 2024, TWC Tech Holdings II, LLC, along with its group members Adam H. Clammer and James H. Greene Jr., filed an amendment to their Schedule 13D regarding Cellebrite DI Ltd. This filing indicates a change in their beneficial ownership of Cellebrite's ordinary shares.

Why It Matters

This amendment signals a potential shift in the control or investment strategy of a significant shareholder in Cellebrite DI Ltd., which could impact the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategy, potentially affecting stock price.

Key Players & Entities

• TWC Tech Holdings II, LLC (company) — Filing entity
• Adam H. Clammer (person) — Group member of filing entity
• James H. Greene Jr. (person) — Group member of filing entity
• Cellebrite DI Ltd. (company) — Subject company
• TRUE WIND CAPITAL MANAGEMENT GP, LLC (company) — Group member of filing entity
• TRUE WIND CAPITAL MANAGEMENT, L.P. (company) — Group member of filing entity
• TWC EMPLOYEE SPAC AGGREGATOR II, LLC (company) — Group member of filing entity
• TWC SPAC AGGREGATOR II, LLC (company) — Group member of filing entity

FAQ

Filing Documents

• ea0212745-13da1twc2_cellebri.htm (SC 13D/A) — 139KB
• 0001213900-24-073986.txt ( ) — 141KB

(a) – (b) of the Schedule 13D is hereby amended and restated

Item 5(a) – (b) of the Schedule 13D is hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 1 is incorporated by reference in its entirety into this Item 5. TWC Tech Holdings is the beneficial owner of 21,397,288 Ordinary Shares as of the date hereof. This number includes 11,730,621 Ordinary Shares and 9,666,667 Ordinary Shares of issuable upon exercise of Warrants of the Issuer (the “ Warrants ”) as described in Item 3 of Schedule 13D. As described in Item 3 of the Schedule 13D, 4,500,000 of such Ordinary Shares are unvested and remain subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions. Mr. Clammer may be deemed the beneficial owner of 22,197,710 Ordinary Shares as of the date hereof. This number consists of (i) 21,397,288 Ordinary Shares beneficially owned through TWC Tech Holdings, (ii) 794,596 Ordinary Shares directly held by two family trusts of which Mr. Clammer is trustee or has the indirect power to acquire assets by virtue of a right of substitution of assets and (iii) 5,826 Ordinary Shares issuable upon vesting of restricted stock units that are scheduled to vest within 60 days of this filing (August 31, 2024), that were obtained by Mr. Clammer by virtue of his position as a member of the board of directors of the Issuer. Mr. Greene may be deemed the beneficial owner of 22,147,288 Ordinary Shares as of the date hereof. This number consists of the 21,397,288 Ordinary Shares beneficially owned through TWC Tech Holdings and 750,000 Ordinary Shares directly held by a limited liability company managed by Mr. Greene. The percentages of beneficial ownership in this Schedule 13D are based on 205,297,065 Ordinary Shares issued and outstanding as of March 11, 2024, as described in the Annual and Transition Report of Foreign Private Issuers, as amended, on Form 20-F/A filed by the Issuer with the Se

(c) of Schedule 13D is hereby amended and supplemented by inserting

Item 5(c) of Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof: On August 28, 2024, TWC Tech Holdings distributed 1,656,879 Ordinary Shares it directly held to certain of its members. Except as set described in the previous sentence, none of the Reporting Persons have effected any transactions in Ordinary Shares or Warrants in the previous 60 days. 9

Signatures

Signatures After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 29, 2024 TWC TECH HOLDINGS II, LLC By: TWC SPAC Aggregator II, LLC, its managing member By: TWC Employee SPAC Aggregator II, LLC, its managing member By: True Wind Capital Management, L.P., its managing member By: True Wind Capital Management GP, LLC, its general partner By: /s/ Adam H. Clammer Name: Adam H. Clammer Title: Managing Member TWC SPAC AGGREGATOR II, LLC By: TWC Employee SPAC Aggregator II, LLC, its managing member By: True Wind Capital Management, L.P., its managing member By: True Wind Capital Management GP, LLC, its general partner By: /s/ Adam H. Clammer Name: Adam H. Clammer Title: Managing Member 10 TWC EMPLOYEE SPAC AGGREGATOR II, LLC By: True Wind Capital Management, L.P., its managing member By: True Wind Capital Management GP, LLC, its general partner By: /s/ Adam H. Clammer Name: Adam H. Clammer Title: Managing Member TRUE WIND CAPITAL MANAGEMENT, L.P. By: True Wind Capital Management GP, LLC, its general partner By: /s/ Adam H. Clammer Name: Adam H. Clammer Title: Managing Member TRUE WIND CAPITAL MANAGEMENT GP, LLC By: /s/ Adam H. Clammer Name: Adam H. Clammer Title: Managing Member ADAM H. CLAMMER /s/ Adam H. Clammer JAMES H. GREENE, JR. /s/ James H. Greene, Jr. 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR