Merger TWCTU

Israeli Digital forensic start-up Cellebrite to go public via TWC Tech Holdings II Corp.

, SEC

TWC Tech Holdings II Corp. (NASDAQ: TWCT) and Cellebrite, a global leader in Digital Intelligence ("DI") solutions for the public and private sectors announced a definitive business combination agreement.

The anticipated pro forma implied equity value of Cellebrite post-merger is expected to be approximately $2.4 billion.

Cellebrite generated Revenues of approximately $195 million and Gross Margins of Approximately 80% in Fiscal 2020 and Projects Revenues of Approximately $283 million and Gross Margins of Approximately 81% in Fiscal 2022.

The transaction includes a PIPE Investment of approximately $300 milllion from leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc.

On closing, the Chairman of the Board of Directors at Cellebrite, Mr. Ryusuke Utsumi, will be stepping down from his position, and Mr. Haim Shani, Co-Founder & General Partner of Israel Growth Partners and a current Director of Cellebrite, will assume the Board's Chairmanship, Mr. Utsumi will remain a member of the Board of Directors.

On closing, Cellebrite will become a publicly listed company on the Nasdaq under the new ticker symbol, "CLBT".

The transaction is expected to close in the second or third quarter of 2021.

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