Cellebrite to list on Nasdaq via merger with public special purpose acquisition company 

Cellebrite, the leading provider of digital intelligence solutions, will be listed on the Nasdaq through a merger with TWC Tech Holdings II Corp

Yossi Carmil, CEO of Cellebrite. Photo: Shlomi Yosef

Cellebrite and TWC Tech Holdings, a publicly-traded special purpose acquisition company, announced the signing of an agreement and plan of merger ("merger agreement"). As a result of the transaction, Cellebrite will become a publicly listed company on the Nasdaq under the symbol "CLBT", with the equity value of Cellebrite following the merger expected to be about $2.4 billion.  

Cellebrite's solutions have been purchased by about 6,700 law enforcement agencies and private sector enterprises in over 140 countries, and have helped millions of investigations worldwide. The company's rapidly deployable technology solutions position it for long-term growth in a unique market that is estimated to reach $12 billion by 2023.

Cellebrite's solutions are based on its unique, purpose-built technology for the investigative lifecycle and have become the standard in investigations and legal processes. The company has diverse revenue streams as a result of the types of products that it sells and its variety of customers, and it has a high annual recurring revenue net retention rate.

Yossi Carmil, the company's CEO, said "Cellebrite's vision is to provide industry-leading technology and a holistic DI solution that enables our customers to transform and digitize their entire investigative process. Today marks an exciting step for our company and team, and will put us in an even better position to capture the opportunities ahead. As a result of the transaction, we will seek to build upon our leadership position by making strategic, targeted investments to expand our capabilities, deepen our position in the public sector and attract new customers in the growing private sector market." 

Adam Clammer, CEO of TWC Tech Holdings, said: "At True Wind Capital we are focused on investing in leading technology companies, and the Cellebrite opportunity ticks all the boxes on our wish list for a long-term investment in a public company. Cellebrite empowers public and private sector customers to drive digital transformation of the investigative workflow through its advanced technology."

Transaction Overview

The total cash that will be available to Cellebrite upon closing is expected to be $580 million, including TWC Tech Holdings' cash held in trust, assuming no redemptions by public stockholders. Upon closing, TWC Tech Holdings' shareholders will receive a combination of cash and stock in Cellebrite. The transaction includes a private investment of about $300 million in Cellebrite ordinary shares that will be purchased directly from existing shareholders of Cellebrite who are primarily from early investors in the company. Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.

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