Cellebrite Mobile Synchronization Ltd. entered into a definitive agreement to acquire TWC Tech Holdings II Corp. (NasdaqCM:TWCT) from TWC Tech Holdings II, LLC and others in a reverse merger transaction for approximately $300 million on April 8, 2021. Upon closing, TWC Tech Holdings' shareholders will receive a combination of cash and stock in Cellebrite. Shareholders of Cellebrite will retain approximately 65% ownership of the resulting issuer. Public shareholder will own approximately 20%, PIPE investors will own approximately 13% and sponsor of TWC Tech Holdings will own approximately 3% of the resulting issuer. The transaction includes a private investment of approximately $300 million in Cellebrite ordinary shares that will be purchased directly from existing shareholders of Cellebrite who are primarily from early investors in Cellebrite and which is expected to close concurrently with the transaction. Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment. As a result of the transaction, Cellebrite will become a publicly listed company on the Nasdaq under the new ticker symbol, "CLBT". As of August 27, 2021, The combined company's common stock and warrants are expected to commence trading on Nasdaq under the ticker symbols "CLBT" and "CLBTW", on August 31, 2021.

Following completion of the transaction, Cellebrite's management team will continue to operate the business with Yossi Carmil serving as Chief Executive Officer. The Chairman of the Board of Directors at Cellebrite, Ryusuke Utsumi, will be stepping down from his position and Haim Shani, Director of Cellebrite, will assume the Board's Chairmanship. Ryusuke Utsumi will remain a member of the Board of Directors. Morgan, Lewis & Bockius LLP acted as legal advisor to Axon Enterprise Inc.

The transaction is subject to regulatory approval; approval by the stockholders of Cellebrite and TWC Tech Holdings, respectively; the effectiveness of the registration statement on Form F-4 filed by Cellebrite; receipt of approval for the listing on Nasdaq of Cellebrite ordinary shares to be issued in connection with the transaction; Cellebrite has at least $2,000,001 of net tangible assets upon the closing and TWC Tech Holdings has at least $5,000,001 of net tangible assets; and the receipt, expiration or termination of applicable government approvals and antitrust waiting periods. The Board of Directors of both Cellebrite and TWC Tech Holdings have unanimously approved the transaction. As of August 9, 2021, Registration Statement on Form F-4 has been declared effective by the Securities and Exchange Commission. The shareholders of TWC approved the merger at special meeting held on August 27, 2021. The transaction is expected to close in the second or third quarter of 2021. As of June 11, 2021, the transaction is expected to close in the third quarter of 2021. As of August 27, 2021, The closing of the Business Combination is anticipated to occur on or about August 30, 2021. The cash proceeds from the transaction will be used to accelerate Cellebrite's ability to execute on its significant near-term growth opportunities, develop new customer solutions and expand its end-market reach. The transaction will result in $430 million of cash added to the balance sheet to fund accretive M&A and other strategic initiatives.
J.P. Morgan Securities LLC is serving as financial advisor to Cellebrite, and Colin Diamond, Tali Sealman, Sang Ji and Emery Choi of White & Case LLP and Raanan Lerner and Keren Egozi of Meitar Law Offices are serving as legal advisors to Cellebrite. Atif I. Azher and Naveed Anwar of Simpson Thacher & Bartlett LLP and Yair Geva and Ran Hai of Herzog, Fox & Ne'eman are acting as legal advisors to TWC Tech Holdings. BofA Securities, Inc. is acting as financial advisor to TWC Tech Holdings. Yutaka Kimura, Ryutaro Oka of Baker McKenzie acted as legal advisor for Sun Corporation. Morrow & Co., LLC acted as informtaion agent to TWC Tech Holdings. American Stock Transfer & Trust Company, LLC is the transfer agent for shares of TWC Tech Holdings. Bill Nelson and Ilir Mujalovic of Shearman & Sterling represented the placement agents, BofA Securities, Inc. and J.P. Morgan Securities LLC in the transaction. Shearman & Sterling LLP acted as legal advisor to TWC Tech Holdings II Corp.

Cellebrite Mobile Synchronization Ltd. completed the acquisition of TWC Tech Holdings II Corp. (NasdaqCM:TWCT) from TWC Tech Holdings II, LLC and others in a reverse merger transaction on August 30, 2021. The combined company will retain the Cellebrite DI Ltd. name and its ordinary shares and warrants will begin trading on Nasdaq on August 31, 2021, under the ticker symbols "CLBT" and "CLBTW" respectively. Post acquisition, Cellebrite's Board of Directors is comprised of Haim Shani (Chairman), Ryusuke Utsumi, Yonatan Domnitz, Elly Keinan, Yossi Carmil, Adam Clammer, Dafna Gruber, William Heldfond and Nadine Baudot-Trajtenberg.