TWC Tech Holdings II Amends Cellebrite Stake

TL;DR

TWC Tech Holdings II just updated their Cellebrite stake filing - watch this space.

AI Summary

On September 17, 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. The filing indicates a change in their beneficial ownership of Cellebrite's ordinary shares.

Why It Matters

This filing signals a potential shift in control or significant investment strategy by TWC Tech Holdings II concerning Cellebrite DI Ltd., which could impact the company's stock price and future direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake changes by large investors, which can lead to volatility and strategic shifts for the company.

Key Players & Entities

• TWC Tech Holdings II, LLC (company) — Filing entity
• Cellebrite DI Ltd. (company) — Subject company
• Adam H. Clammer (person) — Group member of filing entity
• James H. Greene Jr. (person) — Group member of filing entity
• 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

• ea0214774-13da2twc2_cellebri.htm (SC 13D/A) — 150KB
• 0001213900-24-079477.txt ( ) — 152KB

(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 set forth in Item 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 is incorporated by reference in its entirety into this Item 5. TWC Tech Holdings is the beneficial owner of 15,036,621 Ordinary Shares as of the date hereof. As described in Item 3 of the Schedule 13D, 1,500,000 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 15,837,043 Ordinary Shares as of the date hereof. This number consists of (i) 15,036,621 Ordinary Shares beneficially owned through TWC Tech Holdings, (ii) 780,016 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) 20,406 Ordinary Shares held directly by Mr. Clammer 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 15,786,621 Ordinary Shares as of the date hereof. This number consists of the 15,036,621 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 208,081,808 Ordinary Shares issued and outstanding as of August 1, 2024, as disclosed in the Issuer’s Form 6-K, filed by the Issuer with the Securities and Exchange Commission on August 13, 2024 plus the 3,306,000 Ordinary Shares to be issued pursuant to the Exercise. The Ordinary Shares beneficially owned as reported in this Schedule 13D assume no shares withheld to

(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: Except as set forth in this Amendment No. 2, none of the Reporting Persons have effected any transactions in Ordinary Shares or Warrants since the filing of Amendment No. 1 on August 29, 2024. 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: September 17, 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 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 10 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