TWC TECH HOLDINGS II CORP. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 27, 2021, TWC Tech Holdings II Corp. (the "Company") held its 2021 annual meeting of stockholders (the "Annual Meeting"). A quorum was present at the meeting, as required by the Company's Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.

Proposal 1 - The Merger Proposal

The stockholders approved the Merger Proposal by the affirmative vote of a majority of the votes cast by holders of outstanding Public Shares represented at the Special Meeting.

   Votes                                                     Broker
    For           Votes Against       Votes Abstained       Non-Votes
  50,005,894         2,948,552              36,900                 0

Proposal 2 - The Amended Articles Proposal

The stockholders approved the Amended Articles to be effective upon the consummation of the Business Combination.

   Votes                                                     Broker
    For           Votes Against       Votes Abstained       Non-Votes
  50,005,893         2,948,553              36,900                 0

Item 7.01 Regulation FD Disclosure.

On August 27, 2021, the Company and Cellebrite DI, Ltd. ("Cellebrite") jointly issued a press release announcing the closing of their previously announced merger. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Exhibit
  No.     Description
 99.1       Press Release, dated August 27, 2021.

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