Cellebrite DI (CLBT) 424B3Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-256177

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
TWC TECH HOLDINGS II CORP.

AND

PROSPECTUS FOR UP TO 61,500,000 ORDINARY SHARES,
29,666,667 WARRANTS,
AND 24,823,130 ORDINARY SHARES UNDERLYING WARRANTS
OF
CELLEBRITE DI LTD.

Dear TWC Tech Holdings II Corp. Stockholders:

On behalf of the board of directors (the “TWC Board”) of TWC Tech Holdings II Corp., a Delaware corporation (“TWC,” “we,” “us” or “our”), we cordially invite you to a virtual special meeting (the “Special Meeting”) of TWC stockholders, to be held via live webcast at 1:00 p.m. (New York City time) on August 27, 2021. The Special Meeting can be accessed by visiting https://web.lumiagm.com/272139865 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

On April 8, 2021, TWC, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a business combination agreement and plan of merger (as it may be amended or restated from time to time, the “Business Combination Agreement”) providing for, upon the terms and subject to the conditions thereof, a business combination between TWC and Cellebrite pursuant to which, among other things, Merger Sub will merge with and into TWC at the Effective Time (as defined in the Business Combination Agreement), with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite (the “Merger”). A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

Contemporaneously with the execution of the Business Combination Agreement, certain accredited investors (the “PIPE Investors” and each, a “PIPE Investor”) entered into share purchase agreements (the “Share Purchase Agreements” and each, a “Share Purchase Agreement”) pursuant to which the PIPE Investors have committed to purchase ordinary shares of Cellebrite (“Cellebrite Ordinary Shares” and each, a “Cellebrite Ordinary Share”) from certain Cellebrite shareholders at a purchase price of $10.00 per share in an aggregate number equal to 30,000,000 and an aggregate purchase price of $300,000,000 (the “PIPE Investments” and each, a “PIPE Investment”). The purchase of the Cellebrite Ordinary Shares is conditioned upon, and will be consummated substantially concurrent with, the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”).

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding preferred shares of Cellebrite (the “Cellebrite Preferred Shares” and each, a “Cellebrite Preferred Share”) will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations,

recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the transactions described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of Class B common stock of TWC (each, a “Sponsor Share” and collectively, the “Sponsor Shares”) will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the public warrants of TWC (the “Public Warrants” and each, a “Public Warrant”) comprising each issued and outstanding unit of TWC (each, a “TWC Unit” and collectively, the “TWC Units”) shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended or restated (the “DGCL”), the Merger will occur at the Effective Time and the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite;

(iii)   at the Effective Time, as a result of the Merger, (a) each Public Share will be converted into the right to receive (A) an amount of cash equal to the greater of $0 and the quotient of (x) $120,000,000 minus the amount of redemptions by holders of Public Shares of TWC (the “Public Stockholders” and each, a “Public Stockholder”), divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (B) a number of Cellebrite Ordinary Shares equal to the quotient of (x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), (b) each private warrant of TWC (each, a “Sponsor Warrant” and collectively, the “Sponsor Warrants” and together with the Public Warrants, the “TWC Warrants,” and each, a “TWC Warrant”) and each Public Warrant will be converted into a warrant of Cellebrite (each, a “Cellebrite Warrant” and collectively, the “Cellebrite Warrants”), exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares; and

(iv)   following the Business Combination, holders of Cellebrite Ordinary Shares and vested restricted share units, in each case as of immediately prior to the Effective Time, will be eligible to receive additional Cellebrite Ordinary Shares post-Closing upon the achievement of certain trading price targets, or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite, before the five (5) year anniversary of the Closing Date.

On the date of Closing and prior to the conversion of Cellebrite Preferred Shares into Cellebrite Ordinary Shares as described above, an initial dividend of $21,300,000 will be paid to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units of Cellebrite. An additional dividend of $78,700,000 (which was approved by the Israeli district court on May 23, 2021) will also be payable at such time to holders of Cellebrite Ordinary Shares and holders of vested restricted stock units.

The enterprise valuation ascribed to the Cellebrite business and the Reference Price may not be indicative of the price that will prevail in the trading market following the Business Combination and the trading price of Cellebrite Ordinary Shares may fluctuate substantially and may be higher or lower than the Reference Price. As a result, TWC stockholders cannot be sure of the value of the Cellebrite Ordinary Shares they will receive in the Business Combination.

The TWC Units, Public Shares and Public Warrants are listed traded on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “TWCTU,” “TWCT” and “TWCTW,” respectively. We intend to apply to have Cellebrite Ordinary Shares listed on Nasdaq under the ticker symbol “CLBT.”

As described in this proxy statement/prospectus, TWC stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of common stock of TWC at 5:00 p.m. (New York City time) on August 5, 2021 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

After careful consideration, the TWC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that TWC stockholders vote “FOR” adoption of the Business Combination Agreement, and “FOR” the other matters to be considered at the Special Meeting.

The board of directors of Cellebrite (the “Cellebrite Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommended that Cellebrite shareholders’ consent to the adoption of the Business Combination Agreement and approval of the Business Combination and the other transactions contemplated thereby, which consent was obtained on April 8, 2021.

TWC and Cellebrite cannot complete the Business Combination unless the requisite number of TWC stockholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. TWC is sending its stockholders this proxy statement/prospectus to ask to vote in favor of these and the other matters described in this proxy statement/prospectus.

Contemporaneously with the execution of the Business Combination Agreement, TWC, TWC Tech Holdings II, LLC (the “Sponsor”), Cellebrite and certain persons affiliated with the Sponsor (such persons, together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, (i) each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) each Sponsor Party agreed to waive and not exercise any rights to adjustment or other anti-dilution protections with respect to the rate at which the Sponsor Shares convert into Public Shares under the terms of TWC’s current certificate of incorporation (the “Existing TWC Charter”) and (iii) each Sponsor Party agreed to forfeit certain of their Sponsor Shares immediately prior to the Effective Time, in each case subject to the terms and conditions of the Sponsor Support Agreement.

Contemporaneously with the execution of the Business Combination Agreement, TWC, Cellebrite and certain shareholders of Cellebrite entered into shareholder support agreements (the “Cellebrite Shareholders Support Agreements” and each, a “Cellebrite Shareholders Support Agreement”), pursuant to which, among other things, such shareholders agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the respective terms and conditions of each Cellebrite Shareholders Support Agreement.

Contemporaneously with the execution of the Business Combination Agreement, TWC and certain institutional investors entered into a redemption and voting agreement with respect to 4,750,000 Public Shares (the “Redemption and Voting Agreement”), pursuant to which, among other things, such institutional investors have agreed to (i) elect to exercise redemption rights with respect to Public Shares beneficially owned by them and (ii) vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions of the Redemption and Voting Agreement.

The following table illustrates varying ownership levels for Cellebrite after the Business Combination under two scenarios: one with no redemptions by Public Stockholders and one with maximum redemptions by Public Stockholders. In addition, the ownership percentages below are based on the assumption that there are no adjustments for the Public Warrants issued in connection with TWC’s initial public offering (the “IPO”) as such securities are not exercisable until the later of September 15, 2021 and thirty (30) days after the Closing. There are also no adjustments for the estimated 6,403,843 shares reserved for the potential future issuance of Cellebrite Ordinary Shares upon the exercise of the options to purchase Cellebrite Ordinary Shares. Further, there are no adjustments for the up to 15,000,000 Cellebrite Ordinary Shares to be issued as Price Adjustment Shares (as defined

in the Business Combination Agreement) to holders of Cellebrite Ordinary Shares and vested restricted stock units of Cellebrite as of immediately prior to the Effective Time as such shares are only issuable following the Closing contingent upon the occurrence of the Triggering Events (as defined in the Business Combination Agreement).

____________

(1)      Assumes a forward stock split based on a Stock Split Multiple of 0.95 as defined in the Business Combination Agreement. The forward stock split ratio is an estimate and is subject to change.

The figures in the above table are presented only as illustrative examples and are based on the assumptions described above, which may be different from the actual amount of redemptions in connection with the Merger. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor and TWC’s directors, officers and advisors and their respective affiliates may, subject to applicable law, purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Merger. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account (the “Trust Account”) that holds a portion of the proceeds of the IPO and the concurrent sale of the Sponsor Warrants will be used to purchase Public Shares in such transactions. The purpose of such purchases would be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or (ii) to satisfy closing conditions that require Cellebrite to have a minimum amount of available cash or net worth at the closing of the Merger, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

Pursuant to the Existing TWC Charter, and irrespective of whether a Public Stockholder votes for or against the Merger Proposal, such holder may demand that TWC redeem their Public Shares for cash if the Business Combination is consummated. TWC stockholder will be entitled to receive cash for these shares only if they no later than 5:00 p.m. (New York City time) on August 25, 2021 (two (2) business days prior to the date of the Special Meeting):

(i)      submit a written request to TWC’s transfer agent that TWC redeem their Public Shares for cash;

(ii)     certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act, as amended (the “Exchange Act”)); and

(iii)    deliver such Public Shares to TWC’s transfer agent (physically or electronically).

If the Business Combination is not consummated, such Public Shares will not be redeemed before September 15, 2022, or December 15, 2022 if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by September 15, 2022 (the “Outside Date”).

If the Business Combination is consummated and a Public Stockholder properly demands redemption of its Public Shares, TWC will redeem each such Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. A Public Stockholder may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. Holders of TWC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders of TWC Units may instruct their broker to do so, or if a holder holds TWC Units registered in its own name, the holder must contact TWC’s transfer agent directly and instruct them to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF TWC YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the Special Meeting. If your Public Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about TWC and Cellebrite and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 35 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of Cellebrite Ordinary Shares in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated August 6, 2021, and is first being mailed to TWC stockholders on or about August 7, 2021.

TWC Tech Holdings II Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111

NOTICE OF SPECIAL MEETING
IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 2021

NOTICE IS HEREBY GIVEN that a virtual special meeting (the “Special Meeting”) of the stockholders of TWC Tech Holdings II Corp., a Delaware corporation (which is referred to as “TWC” and such stockholders, “TWC stockholders”), will be held virtually on August 27, 2021, at 1:00 p.m. Eastern time, and conducted exclusively via live webcast at https://web.lumiagm.com/272139865. There will not be a physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person. You will be able to participate in the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://web.lumiagm.com/272139865. You are cordially invited to participate in the Special Meeting for the following purposes:

1.      The Merger Proposal — to consider and vote upon a proposal to adopt the business combination agreement and plan of merger, dated as of April 8, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”), by and among TWC, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub will merge with and into TWC, with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” A copy of the Business Combination Agreement is attached as Annex A to the accompanying proxy statement/prospectus (Proposal No. 1);

2.      The Amended Articles Proposal — to consider and vote upon a proposal to approve the Amended Articles to be effective upon the consummation of the Business Combination in the form attached to the accompanying proxy statement/prospectus as Annex B (Proposal No. 2); and

3.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal or the Amended Articles Proposal (Proposal No. 3).

We also will transact any other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. The TWC board of directors (the “TWC Board”) has set August 5, 2021 as the record date for the Special Meeting. Only holders of record of shares of common stock of TWC at the close of business on August 5, 2021 are entitled to notice of the Special Meeting and to have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, the TWC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Merger Proposal, “FOR” the Amended Articles Proposal and “FOR” the Adjournment Proposal (if necessary). When you consider the TWC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of TWC public stockholders (the “Public Stockholders” and each, a “Public Stockholder”) generally. See “Proposal No. 1 — The Merger Proposal — Interests of TWC’s Directors and Officers in the Business Combination.” The TWC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the transactions by the Business Combination Agreement and in recommending to TWC stockholders that they vote in favor of the proposals presented at the Special Meeting.

Pursuant to its current certificate of incorporation (the “Existing TWC Charter”), TWC will provide Public Stockholders the opportunity to redeem their shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”) that holds a portion of the proceeds of the IPO and the concurrent sale of private warrants of TWC (the “Sponsor Warrants” and each, a “Sponsor Warrant”), as of two (2) business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the Trust Account, net of taxes), upon the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”). For illustrative purposes, based on funds in the Trust Account of $600.1 million as of March 31, 2021, the estimated per share redemption price would have been $10.00. Public Stockholders may elect to redeem their Public Shares even if they vote for the Merger Proposal. A Public Stockholder, together with any of their affiliates or any other person with whom they are acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares, without TWC’s prior consent.

Contemporaneously with the execution of the Business Combination Agreement, TWC, TWC Tech Holdings II, LLC (the “Sponsor”), Cellebrite and certain persons affiliated with the Sponsor (such persons, together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, including the Merger Proposal and the other proposals described above. Currently, the Sponsor Parties own no Public Shares and 100.0% of the Class B common stock of TWC (the “Sponsor Shares” and each, a “Sponsor Share”). The Sponsor Shares will be excluded from the pro rata calculation that will be used to determine the per share redemption price.

Approval of each of the Merger Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of the majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon. The approval of the Amended Articles Proposal requires the affirmative vote of (i) the holders of a majority of the TWC Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock, voting together as a single class.

The TWC Board has already approved each of the foregoing proposals. The approval of the Merger Proposal is a condition to the consummation of the Business Combination. If the Merger Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to TWC stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus accompanying this notice carefully.

As of March 31, 2021, there was $600.1 million on deposit in the Trust Account, which TWC intends to use to consummate the Business Combination within the time period described in the proxy statement/prospectus accompanying this notice and to pay $21.0 million in deferred underwriting commissions to the underwriters of the IPO. The remainder of the funds from the Trust Account, together with the cash raised in connection with the PIPE Investments 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. Each redemption of Public Shares will decrease the amount of cash on deposit in the Trust Account. The Business Combination may be consummated only if TWC has at least $5,000,001 of net tangible assets after giving effect to the redemption of any Public Shares submitted for redemption. If the aggregate redemption price for Public Shares submitted for redemption would exceed the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the limitation under the Existing TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule 3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million.

All TWC stockholders are cordially invited to participate in the Special Meeting by accessing https://web.lumiagm.com/272139865. To ensure your representation at the Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a TWC stockholder of record, you may also cast your vote online during the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not vote online during the Special Meeting it will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal (if necessary). If you vote to “ABSTAIN” from voting your shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary), as applicable. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to participate in the Special Meeting and vote online during the Special Meeting, obtain a legal proxy from your broker or bank and e-mail a copy (legible photograph is sufficient) of your legal proxy to help@astfinancial.com. If you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “Broker Non-Vote”) such Broker Non-Vote will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal or the Adjournment Proposal (if necessary).

Public Stockholders may elect to redeem their Public Shares even if they vote “FOR” the Merger Proposal.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF TWC YOU OWN. Whether or not you plan to participate in the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you have any questions or need assistance with voting, please contact TWC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 or email TWCT.info@investor.morrowsodali.com.

Please read carefully the sections in the proxy statement/prospectus accompanying this notice regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

August 6, 2021

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Cellebrite” refers to Cellebrite DI Ltd., a company organized under the laws of Israel, and the term “TWC” refers to TWC Holdings II Corp., a Delaware corporation, and “Merger Sub” refers to Cupcake Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cellebrite.

In addition, in this document:

“Amended Articles” means the amended and restated articles of association of Cellebrite in connection with the Business Combination.

“Amended Articles Proposal” means the proposal to approve the Amended Articles.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting of the TWC stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal.

“Broker Non-Vote” means the failure of a TWC stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement and Plan of Merger, dated as of April 8, 2021, by and among TWC, Cellebrite and Merger Sub, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“Capital Restructuring” means the transactions occurring immediately prior to the Effective Time, where (i) each Cellebrite Preferred Share will be converted into one (1) Cellebrite Ordinary Share and (ii) immediately following such conversion, Cellebrite shall effect the Stock Split.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020.

“Cellebrite” means Cellebrite DI Ltd., a company organized under the laws of the State of Israel.

“Cellebrite Board” means the board of directors of Cellebrite.

“Cellebrite Ordinary Share” means outstanding ordinary shares of Cellebrite.

“Cellebrite Preferred Shares” means outstanding preferred shares of Cellebrite.

“Cellebrite Shareholders Support Agreement” means the shareholder support agreement entered into by TWC, Cellebrite and certain Cellebrite shareholders.

“Cellebrite Warrants” means outstanding warrants of Cellebrite.

“Closing” means the closing of the Merger and the transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date on which the Closing is completed.

“Code” means the Internal Revenue Code of 1986, as amended.

“COVID-19” means SARS CoV-2 or COVID-19, and any evolutions thereof.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, governmental order, action, directive, guidelines or recommendations promulgated by any governmental authority that has jurisdiction over Cellebrite or its subsidiaries, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or response to COVID-19, including the CARES Act.

“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“Effective Time” means the effective time of the Merger pursuant to the Business Combination Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Executive Management” means members of the executive management of Cellebrite. See the section of this proxy statement/prospectus titled “Information Related to Cellebrite — Other Information Respecting Cellebrite — Cellebrite Directors and Senior Management.”

“Existing TWC Charter” means TWC’s current certificate of incorporation.

“Insiders” means the executive officers and directors of TWC.

“IPO” means the initial public offering of Units of TWC, consummated on September 15, 2020.

“Lock-up Shares” means Cellebrite Ordinary Shares, which the Sponsor agreed not to transfer in connection with the Merger and are subject to a lock-up period as specified in the Amended Articles.

“Merger Proposal” means the proposal to adopt the Business Combination Agreement and approve the transactions described in this proxy statement/prospectus.

“Merger Sub” means Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company.

“Nasdaq” means the Nasdaq Capital Market.

“Outside Date” means September 15, 2022.

“Per Share Cash Consideration” means the greater of $0 and the quotient of (x) $120,000,000, minus the amount of redemptions by Public Stockholders, divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares.

“Per Share Equity Consideration” means a number of Cellebrite Ordinary Shares equal to the quotient of (x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price.

“Per Share Merger Consideration” means the Per Share Cash Consideration and the Per Share Equity Consideration.

“PIPE Investments” means the purchase of an aggregate of 30,000,000 Cellebrite Ordinary Shares pursuant to the Share Purchase Agreements.

“PIPE Investors” means those certain institutional accredited investors participating in the PIPE Investments pursuant to the Share Purchase Agreements.

“PIPE Shares” means the 30,000,000 Cellebrite Ordinary Shares subscribed for and to be purchased by the PIPE Investors pursuant to the Share Purchase Agreements.

“Private Warrants” means the TWC Warrants sold to the Sponsor in a private placement in connection with the IPO.

“Prospectus” means the prospectus included in the Registration Statement on Form S-1 (Registration No. 333-240330) filed with the SEC in connection with the IPO.

“Public Shares” means shares of TWC Class A Common Stock issued as part of the TWC Units sold in the IPO.

“Public Stockholders” means the holders of Public Shares of TWC.

“Public Warrants” means the TWC Warrants included in Units sold to persons other than the Sponsor in the IPO.

“Reference Price” means the number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Public Shares occurring prior to the Effective Time).

“Redemption” means Cellebrite’s acquisition of Public Shares in connection with the Merger pursuant to the right of Public Stockholders to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Purchase Agreements” means the share purchase agreements entered into by the PIPE Investors, pursuant to which the PIPE Investors have committed to subscribe for and purchase the PIPE Shares at a purchase price per share of $10.00.

“Special Meeting” means the Special Meeting of the TWC stockholders, to be held virtually on August 27, 2021 at 1:00 p.m. Eastern Time, accessible at https://web.lumiagm.com/272139865, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

“Sponsor” means TWC Tech Holdings II, LLC, a Delaware limited liability company, an initial stockholder of TWC.

“Sponsor Parties” means TWC and certain affiliates of TWC.

“Sponsor Shares” means shares of TWC Class B Common Stock, 15,000,000 of which are currently outstanding and were issued to the Sponsor and certain Insiders prior to the IPO.

“Sponsor Warrants” means TWC Warrants sold to the Sponsor in a private placement in connection with the IPO and held by the Sponsor or its permitted transferees.

“Stock Split Multiple” means the quotient of (i) the Pre-Split Closing Equity Value per Share (as defined in the Business Combination Agreement), divided by (ii) the SPAC Class A Closing Value Per Share (as defined in the Business Combination Agreement).

“Transaction” or “Transactions” means the transactions contemplated by the Business Combination Agreement and the Share Purchase Agreements to occur at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Sponsor Warrants.

“TWC” means TWC Tech Holdings II Corp., a Delaware corporation.

“TWC Board” means the board of directors of TWC.

“TWC Bylaws” means the bylaws of TWC.

“TWC Record Date” means August 5, 2021, the record date for the Special Meeting.

“TWC Units” means units issued in the IPO, each consisting of one (1) Public Share and one-third (1/3) of one Public Warrant.

“TWC Warrant” means a warrant of TWC.

“U.S.” means the United States of America.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Warrant Agreement” means that certain Warrant Agreement, dated as of September 10, 2020, between TWC and American Stock Transfer & Trust Company, LLC.

SUMMARY OF THE MATERIAL TERMS OF THE MERGER

The descriptions below of the material terms of the Merger are intended to be summaries of such terms. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the terms of the agreements themselves.

SUMMARY OF MATERIAL TERMS OF THE MERGER

The Business Combination Agreement

On April 8, 2021, TWC Tech Holdings II Corp., a Delaware corporation (“TWC”), Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a business combination agreement and plan of merger (the “Business Combination Agreement”), providing for, subject to the terms and conditions therein, a business combination between TWC and Cellebrite (the “Business Combination”) pursuant to which, among other things, the Merger will occur at the Effective Time (as defined in the Business Combination Agreement), with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

The Business Combination

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding Cellebrite Preferred Shares will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of Cellebrite Preferred Shares, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of TWC (the “Public Shares” and each, a “Public Share”) occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the transactions described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of Class B common stock of TWC (each, a “Sponsor Share” and collectively, the “Sponsor Shares”) will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the public warrants of TWC (the “Public Warrants” and each, a “Public Warrant”) comprising each issued and outstanding unit of TWC (each, a “TWC Unit” and collectively, the “TWC Units”) shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended or restated (the “DGCL”), Merger Sub will merge with and into TWC at the Effective Time (the “Merger”), the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite;

(iii)   at the Effective Time, as a result of the Merger, (a) each Public Share outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above, will be converted into the right to receive (A) an amount of cash equal to the greater of $0 and the quotient of (x) $120,000,000 minus the amount of redemptions by holders of Public Shares of TWC (the “Public Stockholders” and each, a “Public Stockholder”), divided by (y) the number of Public Shares outstanding as of immediately prior to the Effective Time but after the automatic conversion of Sponsor Shares into Public Shares as described above (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (B) a number of Cellebrite Ordinary Shares equal to the quotient of

(x) the Reference Price minus the Per Share Cash Consideration, divided by (y) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), (b) each private warrant of TWC (each, a “Sponsor Warrant” and collectively, the “Sponsor Warrants” and together with the Public Warrants, the “TWC Warrants,” and each a “TWC Warrant”) and each Public Warrant will be converted into a warrant of Cellebrite (each, a “Cellebrite Warrant” and collectively, the “Cellebrite Warrants”), exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares; and

(iv)   following the Business Combination, holders of Cellebrite Ordinary Shares and vested restricted share units, in each case as of immediately prior to the Effective Time, will be eligible to receive additional Cellebrite Ordinary Shares post-Closing upon the achievement of certain trading price targets, or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite, before the five (5) year anniversary of the Closing Date.

On the date of Closing and prior to the conversion of Cellebrite Preferred Shares into Cellebrite Ordinary Shares as described above, an initial dividend of $21,300,000 will be paid to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units of Cellebrite. An additional dividend of $78,700,000 (which was approved by the Israeli district court on May 23, 2021) will also be payable at such time to holders of Cellebrite Ordinary Shares and holders of vested restricted stock units.

The board of directors of TWC (the “TWC Board”) has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the TWC stockholders.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to certain questions that you may have regarding the Merger and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:     WHAT IS THE MERGER?

A:     TWC, Cellebrite and Merger Sub, a wholly owned subsidiary of Cellebrite, have entered into the Business Combination Agreement, providing for, subject to the terms and conditions therein, the Business Combination pursuant to which, among other things, Merger Sub will merge with and into TWC, with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

TWC will hold the Special Meeting to, among other things, obtain the approvals required for the Merger and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting.

For more information on the Business Combination Agreement and the Merger, see the section of this proxy statement/prospectus titled “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached as Annex A. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     TWC stockholders are being asked to vote to adopt the Merger and the other transactions contemplated by the Business Combination Agreement. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Proposal.” This proxy statement/prospectus is sent to help TWC stockholders decide how to vote their Public Shares with respect to the Merger Proposal and the other matters to be considered at the Special Meeting.

The Merger cannot be completed unless TWC stockholders approve the Merger Proposal and the Amended Articles Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Merger and the other business to be considered by TWC stockholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of TWC and a prospectus of Cellebrite. It is a proxy statement because the TWC Board is soliciting from its stockholders proxies. It is a prospectus because Cellebrite, in connection with the Business Combination, is offering Cellebrite Ordinary Shares in exchange for the outstanding Public Shares to be converted upon consummation of the Business Combination. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Merger Consideration.”

Q:     WHAT WILL TWC STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     If the Business Combination is completed, (i) each outstanding Sponsor Share, par value $.0001 per share, will be converted into one Public Share, par value $.0001 per share, (ii) each outstanding Public Share will be converted into the right to receive the Per Share Merger Consideration consisting of (A) an amount of cash equal to the greater of $0 and the Per Share Cash Consideration and (B) a number of Cellebrite Ordinary Shares equal to the Per Share Equity Consideration, and (iii) all Public Warrants, will be converted into an equal number of Cellebrite Warrants, exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such Public Warrant had been exercisable and exercised immediately prior to the Business Combination.

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i)     (a) immediately prior to the Effective Time, the outstanding Cellebrite Preferred Shares will be converted into Cellebrite Ordinary Shares, (b) immediately following such conversion, Cellebrite will effect the Stock Split pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607.00 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and out-standing following such conversion of Cellebrite Preferred Shares, divided by (B) the Reference Price (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Public Shares prior to the Effective Time), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement, (c) immediately prior to the Effective Time, each Sponsor Share will be automatically converted into one (1) Public Share and (d) immediately prior to the Effective Time, the Public Shares and the Public Warrants comprising each issued and outstanding TWC Unit shall be automatically separated and the holder thereof shall be deemed to hold one (1) Public Share and one-third (1/3) of a Public Warrant;

(ii)    at the Closing, upon the terms and subject to the conditions thereof, and in accordance with the DGCL, as amended or restated, the Merger Sub will occur at the Effective Time, the separate corporate existence of Merger Sub will cease and TWC will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite; and

(iii)    at the Effective Time, as a result of the Merger, (a) each Public Share will be converted into the right to receive the Per Share Merger Consideration consisting of (A) an amount of cash equal to the greater of $0 and the Per Share Cash Consideration and (B) a number of Cellebrite Ordinary Shares equal to the Per Share Equity Consideration, (b) each Public Warrant will be converted into a Cellebrite Warrant, exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares.

Q:     WHAT WILL TWC STOCKHOLDERS RECEIVE IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     If the Business Combination is completed, the following table illustrates the consideration each TWC Stockholder will receive on a per share basis. This table assumes that each Cellebrite Ordinary Share to be received as consideration will have a price equal to the Reference Price.

____________

(1)      Assumes trading value at closing of $10 per Cellebrite Ordinary Share.

(2)      As a result of the Merger, TWC stockholders who choose not to redeem will receive: (x) an amount of cash equal to the greater of $0 and the quotient of (A)(x) $120,000,000 minus (y) the amount of TWC stockholder redemptions, divided by (B) the number of shares of TWC Class A Common Stock outstanding as of immediately prior to the effective time of the Merger but after the Class B Conversion (other than any treasury shares of TWC) (the “Per Share Cash Consideration”) and (y) a number of ordinary shares, par value NIS 0.00001 per share, of Cellebrite (“Cellebrite Ordinary Shares”)

equal to the quotient of (A)(x) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of TWC Class A Common Stock occurring prior to the effective time of the Merger) (the “Reference Price”) minus the (y) Per Share Cash Consideration, divided by (B) the Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Merger Consideration”). For example, as illustrated in the table above, under the no redemptions scenario TWC stockholders who choose not to redeem will receive $1.63 in Per Share Cash Consideration (calculated as the quotient of $120,000,000 minus the amount of TWC stockholder redemptions, zero in this case, divided by the number of shares of TWC Class A Common Stock outstanding as of immediately prior to the effective time of the Merger but after the Class B Conversion, 73,500,000 shares in this case) and $8.37 in Per Share Equity Consideration (calculated as the quotient of $10.00 (the “Reference Price”) minus the Per Share Cash Consideration). Additionally, under the 33.3%, 66.6%, and maximum redemptions scenarios, since the amount of TWC stockholder redemptions is greater than $120,000,000, Per Share Cash Consideration for TWC stockholders who choose not to redeem is therefore zero and Per Share Equity Consideration is therefore $10.00 in each of these scenarios. In each case, the foregoing assumes a trading value at closing of $10.00 per Cellebrite Ordinary Share.

Q:     WHAT WILL BE THE RELATIVE EQUITY STAKES IN CELLEBRITE UPON COMPLETION OF THE BUSINESS COMBINATION?

A:     Upon consummation of the Business Combination, the TWC stockholders will become Cellebrite shareholders.

The following table illustrates varying ownership levels for Cellebrite after the Business Combination under two scenarios: one with no redemptions by Public Stockholders and one with maximum redemptions by Public Stockholders. In addition, the ownership percentages below are based on the assumption that there are no adjustments for the outstanding Public Warrants issued in connection with the IPO as such securities are not exercisable until the later of September 15, 2021 and thirty (30) days after the Closing. There are also no adjustments for the estimated 6,403,843 shares reserved for the potential future issuance of Cellebrite Ordinary Shares upon the exercise of the options to purchase Cellebrite Ordinary Shares. Further, there are no adjustments for the up to 15,000,000 Cellebrite Ordinary Shares to be issued as Price Adjustment Shares to holders of Cellebrite Ordinary Shares and vested restricted stock units of Cellebrite as of immediately prior to the Effective Time as such shares are only issuable following the Closing contingent upon the occurrence of the Triggering Events (as defined in the Business Combination Agreement).

____________

(1)      Assumes a forward stock split based on a Stock Split Multiple of 0.95 as defined in the Business Combination Agreement. The forward stock split ratio is an estimate and is subject to change.

The figures in the above table are presented only as illustrative examples and are based on the assumptions described above, which may be different from the actual amount of redemptions in connection with the Business Combination.

Q:     WHAT ARE THE POSSIBLE SOURCES AND THE EXTENT OF DILUTION THAT TWC STOCKHOLDERS THAT ELECT NOT TO REDEEM THEIR SHARES WILL EXPERIENCE IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     The following table illustrates the various sources and extent of dilution that TWC stockholders may be subject to if they elect not to redeem their shares in connection with the Business Combination. This table

assumes that (i) all Triggering Events (as defined in the Business Combination Agreement) under the Business Combination Agreement and Sponsor Support Agreement will have occurred, thereby resulting in all 15,000,000 Price Adjustment Shares being issued and all Sponsor Shares being released from restriction, (ii) the Unpaid SPAC Expenses (as defined in the Business Combination Agreement) will be less than or equal to (x) Additional SPAC Cash (as defined in the Business Combination Agreement) plus (y) $40,000,000, (iii) all Cellebrite Unvested Ordinary Shares become vested, and (iv) all unvested options underlying the Cellebrite Unvested Shares are cash exercised.

____________

(1)      In the no redemptions scenario, each whole warrant will entitle the holder thereof to purchase 0.837 shares of our Class A common stock, as opposed to 1.000 shares in each of the other redemption scenarios shown in the table.

(2)      In the no redemptions scenario, each whole warrant will entitle the holder thereof to purchase 0.837 shares of our Class A common stock, as opposed to 1.000 shares in each of the other redemption scenarios shown in the table.

(3)      Warrants entitle the holder thereof to purchase shares of our Class A common stock at a price of $11.50 per share; as such, both the Public Warrants and the Private Placement Warrants are not considered dilutive in the above table as shown at $10.00 per share.

Q:     WHAT ARE SPONSOR SHARES?

A:     The Sponsor Parties have agreed to forfeit at least 1,500,000 of the founder shares they own prior to the Effective Time, and approximately 55.6% of Cellebrite Ordinary Shares held by the Sponsor Parties will be subject to certain vesting criteria over the seven years following the Effective Time, pursuant to the Sponsor Support Agreement. For more information about the Sponsor Support Agreement, see the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination Agreement — Sponsor Support Agreement.”

Q:     WHAT ARE THE CONDITIONS TO COMPLETION OF THE BUSINESS COMBINATION?

A:     There are a number of closing conditions in the Business Combination Agreement, including, but not limited to, TWC stockholders and Cellebrite shareholders having approved the Merger and having adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to Closing of the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Agreement — Closing Conditions.”

Q:     WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A:     The parties currently expect that the Business Combination will be completed during the second or third quarter of 2021. Pursuant to the Business Combination Agreement, the parties have agreed to not initiate any negotiations or enter into any agreements for certain alternative transactions and to terminate any such negotiations ongoing. However, neither TWC nor Cellebrite can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. TWC must first obtain the approval of TWC stockholders for each of the proposals set forth in this proxy statement/prospectus for their approval (other than the Adjournment Proposal), Cellebrite must first obtain approval of Cellebrite shareholders to adopt the Merger Proposal, and TWC and Cellebrite must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Closing Conditions.”

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The net proceeds of the IPO, together with the proceeds from the private placement of the Sponsor Warrants, in the total of $600 million, were deposited in the Trust Account immediately following the IPO. In connection with the consummation of the Business Combination, the funds in the Trust Account will be used to (i) fund the Cash Consideration, (ii) pay Public Stockholders who properly demand redemption of their Public Shares a pro rata portion of the Trust Account, (iii) pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $21.0 million to the underwriters of the IPO as deferred underwriting commissions) and (iv) use the remainder of for working capital and general corporate purposes of Cellebrite.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If TWC does not complete the Business Combination with Cellebrite for any reason, TWC would search for another target business with which to complete a business combination. If TWC does not complete the Business Combination with Cellebrite and does not complete an initial business combination with another target business by the Outside Date (which is September 15, 2022, or December 15, 2022 if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by September 15, 2022), TWC must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding Public Shares. The Sponsor Parties have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, the Sponsor Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to TWC Warrants. Accordingly, such warrants will expire worthless. Furthermore, if the Business Combination is not completed, Cellebrite shareholders will not receive any consideration for their Cellebrite Ordinary Shares. Instead, Cellebrite will remain a privately-held independent company. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Termination; Effectiveness” and “Risk Factors.”

Q:     CAN TWC OR CELLEBRITE SEEK AN ALTERNATE TRANSACTION?

A:     Pursuant to the Business Combination Agreement, Cellebrite has agreed to not, and to instruct and use its reasonable best efforts to cause its representatives to not, (i) initiate any negotiations with any person with respect to certain alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions or proposed transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to any such alternative transaction. Also pursuant to the Business Combination Agreement, TWC has agreed to not, and to instruct and use its reasonable best efforts to cause its representatives not to, (i) make any proposal or offer that constitutes a business combination proposal, (ii) initiate any discussions or negotiations with any person with respect to a business combination proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a business combination proposal. In addition, TWC

has agreed that the TWC Board shall not withdraw, amend, qualify or modify its recommendation to TWC stockholders that they vote in favor of the proposals set forth herein, and any such action will give Cellebrite the right to terminate the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Agreement.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     TWC stockholders are being asked to vote on the following proposals:

1.      the Merger Proposal;

2.      the Amended Articles Proposal; and

3.      the Adjournment Proposal (if necessary).

Consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement is conditioned on the approval of each of the Merger Proposal and the Amended Articles Proposal. If any of these approvals is not approved, we will not consummate the Business Combination.

Q:     WHY IS TWC PROPOSING THE MERGER?

A:     TWC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

In September 2020, TWC consummated its IPO of 60,000,000 TWC Units, including 7,500,000 such units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Since the IPO, TWC’s activity has been limited to the evaluation of business combination candidates.

Cellebrite is the leading provider of digital intelligence (“DI”), delivering a platform of software and services for legally sanctioned investigations. Cellebrite’s 6,700 customers are federal, state and local agencies as well as enterprise companies and service providers. Based on its due diligence investigations of Cellebrite and the industry in which it operates, including the financial and other information provided by Cellebrite in the course of their negotiations in connection with the Business Combination Agreement, TWC believes that Cellebrite has attractive growth opportunities, a strong value proposition to the market and its customers, a compelling risk reward profile and a strong management team that will benefit from the consummation of the Business Combination and with the infusion of additional capital improving Cellebrite’s ability to grow.

See the section of this proxy statement/prospectus titled “Proposal No.1 — The Merger Proposal — Recommendation of the TWC Board of Directors and Reasons for the Business Combination.”

Q:     DID THE TWC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:     The TWC Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. TWC’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of TWC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, TWC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the TWC Board in valuing Cellebrite’s business in the context of that collective experience.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to require TWC to redeem such shares for a pro rata portion of the cash held in the Trust Account, regardless of whether you vote and if you do vote regardless of whether you vote for or against the Merger Proposal.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     Pursuant to the Existing TWC Charter, and irrespective of whether a holder of Public Shares votes for or against the Merger Proposal, such holder may demand that TWC redeem their Public Shares for cash if the Business Combination is consummated. Public Stockholders will be entitled to receive cash for these shares only if they no later than 5:00 p.m. (New York City time) on August 25, 2021 (two (2) business days prior to the date of the Special Meeting):

i.       submit a written request to TWC’s transfer agent that TWC redeem their Public Shares for cash;

ii.      certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

iii.     deliver such Public Shares to TWC’s transfer agent (physically or electronically).

If the Business Combination is not consummated, such Public Shares will not be redeemed before the Outside Date.

If the Business Combination is consummated and a holder of Public Shares properly demands redemption of their Public Shares, TWC will redeem each such Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. A holder of Public Shares may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. Holders of TWC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds TWC Units registered in its own name, the holder must contact TWC’s transfer agent directly and instruct them to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal. Public Stockholders that elect to redeem their Public Shares are permitted to retain all of their Public Warrants. The following table presents information about the number and value of such Public Warrants in different redemption scenarios:

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Proposal at the Special Meeting. If you deliver your shares for redemption to TWC’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that TWC’s transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by TWC’s transfer agent prior to the vote taken on the Merger Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.

If a holder of Public Shares votes for or against the Merger Proposal and demand is properly made as described above, then, if the Business Combination is consummated, TWC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash.

For a discussion of the material U.S. federal income tax considerations for Public Stockholders with respect to the exercise of these redemption rights, see the section of this proxy statement/prospectus titled “Certain U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Public Shares.”

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION?

A:     There are significant factual and legal uncertainties as to whether the Business Combination qualifies as a reorganization within the meaning of Section 368(a) of the Code, an therefore the tax treatment of the Business Combination is inherently uncertain. If, as of the Closing Date, any requirement for Section 368(a) of the Code is not met, then a U.S. Holder (as defined below under “Certain Material U.S. Federal Income Tax Considerations) may recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the Closing Date) of the securities and (if applicable) the amount of cash received in the Merger, over such U.S. Holder’s aggregate tax basis in the securities surrendered by such U.S. Holder in the Merger.

Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferred treatment with respect to the exchange of the securities in the Merger.

Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. U.S. Holders of TWC securities (as defined below under “Certain Material U.S. Federal Income Tax Considerations”) are urged to consult their own tax advisors to determine the tax consequences of the Business Combination. Please also see the risk factors below under the heading “Risks Related to the U.S. Federal Income Tax Treatment of the Merger.”

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     TWC stockholders who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to TWC within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights of TWC Stockholders” attached to this proxy statement/prospectus as Annex D and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex C.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE MERGER PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Public Stockholders may vote in favor of the Merger Proposal and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of TWC stockholders are substantially reduced as a result of redemptions by Public Stockholders. The Business Combination may be consummated only if TWC has at least $5,000,001 of net tangible assets after giving effect to the redemption of any Public Shares submitted for redemption. If the aggregate redemption price for Public Shares submitted for redemption would exceed the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the limitation under the Existing

TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million. Also, with fewer Public Shares and fewer Public Stockholders, the trading market for Cellebrite Common Stock may be less liquid than the market for Public Shares prior to the Business Combination and Cellebrite may not be able to meet the listing standards of Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Cellebrite’s business will be reduced, thereby limiting the amount of funds available for working capital and general corporate purposes of Cellebrite.

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor is the owner of record and is entitled to vote approximately of 20% of the outstanding shares of TWC common stock. The Sponsor has agreed to vote any Sponsor Shares and any Public Shares held by it as of the TWC Record Date for the Special Meeting in favor of the proposals. See the section of this proxy statement/prospectus titled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Q:     WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:     A majority of the voting power of the issued and outstanding shares of TWC common stock present at the Special Meeting by virtual attendance or by proxy and entitled to vote is required to constitute a quorum and in order to conduct business at the Special Meeting, except that, where a proposal is to be voted on by a class of stock voting as a separate class, holders of shares representing a majority of the outstanding shares of such class shall constitute a quorum of such class for such proposal. A vote to “ABSTAIN” from voting shares represented at the meeting by virtual attendance or by proxy on one or more of the proposals in this proxy statement/prospectus will count as present for the purposes of establishing a quorum. Broker Non-Votes will not count as present for the purposes of establishing a quorum. As of the TWC Record Date, the presence by virtual attendance or by proxy of 37,500,000 shares of TWC common stock (22,500,000, representing 37.5% of the TWC Class A Common Stock, in addition to the TWC Class B Common Stock) is required to achieve a quorum for the Merger Proposal and the Adjournment Proposal (if necessary). As of the TWC Record Date, the presence by virtual attendance or by proxy of 7,500,001 shares of TWC Class B Common Stock and 30,000,001 shares of TWC common stock is required to achieve a quorum for the Amended Articles Proposal. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:     The Merger Proposal: The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of TWC common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting. TWC stockholders must approve the Merger Proposal in order for the Business Combination to occur. If TWC stockholders fail to approve the Merger Proposal, the Business Combination will not occur. The Sponsor and directors of TWC have agreed to vote any Founder Shares and any Public Shares held by them in favor of the Business Combination. As of August 5, 2021, the Sponsor and the directors of TWC collectively held 15,000,000 founder shares and zero public shares, respectively. As a result, in addition to TWC’s initial stockholders’ founder shares, TWC would need 22,500,000, or 37.5%, of the 60,000,000 public shares outstanding as of August 5, 2021 to be voted in favor the Business Combination (assuming all issued and outstanding shares are voted) in order to have the Business Combination approved.

The Amended Articles Proposal: The approval of the Amended Articles Proposal requires the of (i) the holders of a majority of the TWC Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock, voting together as a single class.

The Adjournment Proposal (if necessary): The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon.

Q:     DO ANY OF TWC’S DIRECTORS OR OFFICERS OR OTHER THIRD PARTIES HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF PUBLIC STOCKHOLDERS?

A:     TWC’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Public Stockholders generally. The market value of the Sponsor Warrants purchased by the Sponsor that will expire if the transaction is not completed is $1.05 per Sponsor Warrant, based on the closing price of Public Warrants as of March 31, 2021 and assuming that the market value of Sponsor Warrants is equivalent to the market value of Public Warrants. The value of the out of pocket expenses incurred by the Sponsor, directors, officers and their affiliates that is subject to reimbursement is $40,000. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Proposal — Interests of TWC’s Directors and Officers in the Business Combination.” In addition to the foregoing, the charter of TWC excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of TWC unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of TWC and such opportunity is one TWC is legally and contractually permitted to undertake and would otherwise be reasonable for TWC to pursue. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in TWC’s charter did not impact TWC’s search for an acquisition target and TWC was not prevented from reviewing any opportunities as a result of such waiver.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a TWC stockholder of record as of the TWC Record Date, being August 5, 2021, you may submit your proxy before the Special Meeting in any of the following ways:

1.      use the toll-free number shown on your proxy card;

2.      visit the website shown on your proxy card to vote via the Internet; or

3.      complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a TWC stockholder of record as of the TWC Record Date, you may also vote online during the Special Meeting or any adjournment thereof by accessing https://web.lumiagm.com/272139865.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to participate in the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to SPACSUPPORT@astfinancial.com.

Q:     HOW DO I REGISTER TO PARTICIPATE IN THE SPECIAL MEETING?

A:     To register for the virtual Special Meeting, please follow these instructions as applicable to the nature of your ownership of TWC common stock.

the meeting by virtual attendance or by proxy on one or more of the proposals, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary), as applicable.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the TWC common stock represented by your proxy will be voted as recommended by the TWC Board with respect to that proposal.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

1.      filing a notice with the corporate secretary of TWC;

2.      mailing a new, subsequently dated proxy card; or

3.      by participating in the Special Meeting and voting online during the Special Meeting.

If you are a stockholder of record of TWC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to TWC, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111 and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. (New York City time) on August 26, 2021, or by participating in the Special Meeting and voting online during the Special Meeting. Simply participating in the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of TWC common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Merger is approved by stockholders and consummated, you will become a shareholder of Cellebrite. As a corollary, failure to vote either for or against the Merger Proposal means you will not have any redemption rights in connection with the Merger to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a stockholder of TWC while TWC searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     TWC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali LLC, the proxy solicitation agent for TWC, toll-free at (800) 662-5200.

The global COVID-19 pandemic could negatively impact our business, installations, trainings, and general operations.

The outbreak of the novel coronavirus and the COVID-19 disease that it causes has evolved into a global pandemic. In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate, including temporarily limiting in-person customer training events, which may negatively impact our business.

While the COVID-19 pandemic to date has not had any noticeable impact on our contract renewal rate, it is possible that it will in the future. Many of our customers are government agencies, and their budgets may have been and may continue to be stretched thin due to the efforts taken to combat the pandemic. If some of our government customers experience budget shortfalls, they may decide to forgo using our platform.

Further, the COVID-19 pandemic has caused and may continue to cause delays in onboarding new customers. In certain countries, customers have had issues accessing their systems remotely in order to generate purchase orders, and this has led to some processing delays. While none of these delays has been significant, they may become significant in the future or transition from delays to outright cancellation. Further, some on-premise POCs of our solutions may be postponed or cancelled due to COVID-19 which may delay the closing of sales transactions with certain customers.

Additionally, a significant portion of our training activities are usually in person. In the normal course of business, our on-premises training staff teach in physical classrooms either at the customers’ facilities or in facilities rented by us. Currently, due to travel restriction and personal distance requirements, the Company offers its classes either in a remote format or on-premises. Also, in the normal course of business, our on-the-ground on-premises deployment staff travel to our customers’ workplaces to demonstrate how to use our solutions. Currently, however, as a result of the work and travel restrictions related to the COVID-19 pandemic and the precautionary measures that we have adopted or that local governments prescribe, substantially all of our training activities are being conducted remotely. The remote offering of our services could lead to a decrease in efficacy or value, potentially making our solutions less appealing.

Furthermore, as a result of the COVID-19 pandemic, our employees are currently required to work from the office three times a week and work remotely the remaining two days a week. It is possible that widespread remote work arrangements may have a negative impact on our operations, the execution of our business plans, the productivity and availability of key personnel and other employees necessary to conduct our business, and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in increased consumer privacy, data security, and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

More generally, the COVID-19 pandemic has adversely affected and may continue to adversely affect economies and financial markets globally, which may lead to a continued economic downturn, which may decrease technology spending generally and could adversely affect demand for our solutions. It is not possible at this time to estimate the full impact that COVID-19 will have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

Current and future competitors could have a significant impact on our ability to generate future revenue and profits.

The markets for our solutions are competitive and are subject to rapid technological change and other pressures created by changes in our industry. We face varying levels of competition across our product offerings. We face varying levels of competition depending on our product offerings. Our Collect & Review solutions, including the UFED series and Cellebrite Premium, face significant competition. Our competitors offer products similar to our Collect & Review solution with fewer capabilities but lower price points, and some customers may determine that they prefer these competitors’ products based on cost. Our Analyze and Manage solutions, such as Cellebrite Pathfinder and Commander, currently face relatively limited competition but this could change in the future. Some customers have decided to purchase both our solutions and a competitor’s products for verification purposes, but these customers may later decide to terminate their use of a second product, potentially ours, depending on which of our solutions the customers are purchasing. Competition may increase and intensify in the future as the pace of technological change and adaptation quickens and as additional companies enter our markets, including those competitors who offer solutions similar to ours, but offer it through a different form of delivery. Numerous releases of competitive products have occurred in recent history and are expected to continue in the future. We may not be able to compete effectively with current competitors and potential entrants into our marketplace. We could lose market share if our current or prospective competitors: (i) develop technologies that are perceived to be substantially equivalent or superior to our technologies, (ii) introduce new competitive products or services, (iii) add new functionality to existing products and services, (iv) acquire competitive products and services, (v) reduce prices, or (vi) form strategic alliances or cooperative relationships with other companies. If other businesses were to engage in aggressive pricing policies with respect to competing products, or if the dynamics in our marketplace resulted in increasing bargaining power by the consumers of our solutions, we might need to lower the prices we charge for the solutions we offer. This could result in lower revenue or reduced profit margins, either of which may materially adversely affect our business and operating results.

We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations.

Many of our current and potential competitors are larger and may have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion of their offerings or offer lower prices. Our current and potential competitors may also establish cooperative or strategic relationships among themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the DI industry or greater financial resources than we possess, will seek to provide solutions or solutions that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country.

We believe our ability to compete successfully in delivering DI at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

If our solutions are inadvertently or deliberately misused by customers, such customers may achieve sub-optimal results, which could lead to the perception that our solutions are low-quality.

Once purchased, our solutions are operated by our customers, and if our customers do not use the platform correctly or as intended, inadequate performance or outcomes may result. Our solutions are sometimes used by customers with smaller or less sophisticated IT departments, potentially resulting in such platform performing at a lower level than anticipated by the customer. Our customers rely on our solutions to address important business goals and challenges, and so the incorrect or improper use or configuration of our solutions may result in contract terminations or non-renewals, reduced customer payments, negative publicity, or legal claims against us.

Furthermore, if customer personnel are not well trained in the use of our platform, customers may defer the deployment of our platform and solutions, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all. If there is substantial turnover of Cellebrite or customer personnel responsible for procurement and/or use of our platform, our platform may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations, and growth prospects.

Our reputation and brand are important to our success, and we may not be able to maintain and enhance our reputation and brand, which would adversely affect our business, financial condition, and results of operations.

We believe that our brand and reputation are critical to driving our business. Building our brand will depend largely on our ability to continue to provide top-tier service, including high quality valued solutions, and appropriate price points, which we may not do successfully. Negative reviews or publicity about our solutions, services, deliverables, or customer support, especially on media outlets, could harm our reputation and diminish our ability to make additional sales, which would adversely affect our business, financial condition, and results of operations.

The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Due to the multiple and complex drivers of technological change, and the diversified nature and global scope of the investigative customer base, it is difficult to estimate the size of our market and predict with certainty the rate at which the market for our solutions will grow, if at all. While our market potential estimate was made in good faith and is based on assumptions and underlying estimates we believe to be reasonable, this estimate may not be accurate and the market potential might not materialize. If our estimate of the future size of our addressable market does not materialize, our future growth may be lower than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes to our packaging and licensing models could adversely affect our ability to attract or retain customers.

As we expand our offerings, we will face additional competition. For example, in the DI market, there are numerous brands and solutions that compete for sales, with competition based upon brand recognition and loyalty, product packaging, quality and innovation, licensing models, price and convenience. Hence, changes in our image, packaging and licensing models that are done for marketing and branding purposes could have a negative impact on our customers’ preference for us, which could adversely affect our ability to attract or retain customers.

If we fail to manage future growth effectively, our business could be harmed.

For the last several years, we have experienced rapid growth. For example, our revenue has grown from $111 million in 2017 to $195 million in 2020, and our headcount has increased from 475 employees as of December 31, 2017 to 758 employees as of December 31, 2020. We operate in a growing market and have experienced, and may continue to experience, significant expansion of our operations. This growth has placed, and may continue to place, a strain on our employees, management systems, operational, financial, and other resources. As we have grown, we have increasingly managed larger and more complex deployments of our solutions with a broader base of government and commercial customers. As we continue to grow, we face challenges of integrating, developing, retaining, and motivating a rapidly growing employee base in various countries around the world. In the event of continued growth of our operations, our operational resources, including our information technology systems, our employee base, or our internal controls and procedures may not be adequate to support our operations and deployments. Managing our growth may require significant expenditures and allocation of valuable management resources, improving our operational, financial, and management processes and systems, and effectively expanding, training, and managing our employee base. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, financial condition, and results of operations would be harmed. As our organization continues to grow, we may find it increasingly difficult to maintain the benefits of our traditional company culture, including our ability to quickly respond to customers, and avoid a formal corporate structure. This could negatively affect our business performance or ability to hire or retain personnel in the near or long-term.

In addition, our rapid growth may make it difficult to evaluate our future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We may encounter risks and uncertainties frequently experienced by growing companies with global operations in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business, financial condition, and results of operations would be harmed.

Our future growth depends in part on our ability to introduce new solutions and add-ons and our failure to do so may harm business and operating results.

To remain competitive, we must continue to develop new product offerings, as well as features and enhancements to our existing platform. For example, we are developing new solutions to assist our customers with consent-based remote collection capabilities and currently plan to introduce this product in 2021. Maintaining adequate research and development personnel and resources to meet the demands of the market is essential. If we experience high turnover of our product and development personnel, a lack of management ability to guide our research and development, or a lack of other research and development resources, we may miss or fail to execute on new product development and strategic opportunities and consequently lose potential and actual market share. The success of our business is dependent on our product and development teams developing and executing on a product roadmap that allows us to retain and increase the spending of our existing customers and attract new customers. Our failure to do so could materially adversely affect our business.

We do not generally engage in e-commerce, which may result in the purchase process being more difficult for customers compared to other businesses.

We do not generally sell our core solutions over the Internet. While customers can initiate contact with us using our website, the ultimate purchase is not made through our website and is made only after an interactive discussion of the customer’s needs and, for customers in the private sector considering purchasing Cellebrite Premium, completion of appropriate “know your customer” procedures by us. As a result, the purchase process can be lengthy compared to many e-commerce transactions, and it is possible that the length of the process may discourage some customers from completing the transaction with us rather than a competitor which offers online sales.

We engage in e-commerce for purchasing vouchers for our solutions, software renewals, and training. Our vouchers can be purchased online, but they may only be used by customers who have a valid license to use our solutions, meaning that some interaction with us is generally required in order for the vouchers to be used. Our existing customers can renew their software online and action for Cellebrite’s Advanced Services can be purchased by existing customers on the Internet. Customer training can be purchased online by existing customers and potential customers. See risk factor titled “The sales cycle for some of our solutions can be lengthy.”

Issues in the use of artificial intelligence (“AI”) (including machine learning) in our platform may result in reputational harm or liability.

AI is enabled by or integrated into our platform. For example, our Cellebrite Pathfinder solution, our principal investigative analytics tool, uses AI to allow customers to create unique search categories for reviewing video and image evidence. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed and may present risks due to a lack of backtesting. Datasets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios present ethical issues, for example, due to unintentional basis that may stem from the predictive nature of AI algorithms. Though our business practices are designed to mitigate many of these risks, if we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We might require substantial additional project financing in order to meet our financial projections, execute our growth strategy and expand our service capabilities. Such financing might not be available on commercially reasonable terms, if at all. In particular, our ability to obtain financing for growth may depend in part on our ability to first enter into customer agreements sufficient to demonstrate such growth. If we are unable to obtain such financing, or secure sufficient customer agreements, on commercially reasonable terms, or at all, we will not be able to execute our growth strategy.

To the extent that we raise additional capital in connection with or after the Merger through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect your rights as a holder of Cellebrite Ordinary Shares. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Debt financing could also have significant negative consequences for our business, results of operations and financial condition, including, among others, increasing our vulnerability to adverse economic and industry conditions, limiting our ability to obtain additional financing, requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, limiting our flexibility in planning for, or reacting to, changes in our business, and placing us at a possible competitive disadvantage compared to less leveraged competitors or competitors that may have better access to capital resources.

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or solutions, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our commercialization, research and development efforts or grant rights to third parties to market and/or develop solutions that we would otherwise prefer to market and develop ourselves.

Higher costs or unavailability of materials used to create hardware could adversely affect our financial results.

We depend on certain suppliers for the delivery of components used in the assembly of our hardware products. In particular, we use specialized adapters to connect the phone being examined and a computer. If we become unable to obtain any components necessary for our hardware products, we may struggle to fulfill contracts and acquire new customers. We keep in average six months of inventory on hand for long lead-time components to mitigate this risk, which we believe would give us enough time to resolve any shortage due to an issue with a particular supplier, but it might not be enough time to resolve a shortage that stems from resource scarcity. Any interruption of supply for any material components of our products could significantly delay the shipment of our products and have a material adverse effect on our revenue, profitability and financial condition. International or domestic geopolitical or other events, including the imposition of new or increased tariffs and/or quotas by the U.S. federal government on any of these raw materials or components, could adversely impact the supply and cost of these raw materials or components, and could adversely impact the profitability of our operations. Additionally, if we experience an unpredicted increase in customer demand, we might not be able to acquire enough materials to meet that demand in a timely manner.

Fluctuations in foreign currency exchange rates could materially affect our financial results.

Our financial statements are presented in U.S. dollars. For current and potential international customers whose contracts are denominated in U.S. dollars, the relative change in local currency values creates relative fluctuations in our product pricing. These changes in international end-user costs may result in lost orders and reduce the competitiveness of our solutions in certain foreign markets. Additionally, intercompany sales to our non-U.S. dollar functional currency international subsidiaries are transacted in U.S. dollars which could increase our foreign exchange rate risk caused by foreign currency transaction gains and losses.

For non-U.S. dollar denominated sales, weakening of foreign currencies relative to the U.S. dollar generally leads us to raise international pricing, potentially reducing demand for our solutions. Should we decide not to raise local prices to fully offset the U.S. dollar’s strengthening, the U.S. dollar value of our foreign currency denominated sales and earnings would be adversely affected. Fluctuations in foreign currency could result in a change in the U.S. dollar value of our foreign denominated assets and liabilities including accounts receivable. Therefore, the U.S. dollar equivalent collected on a given sale could be less than the amount invoiced causing the sale to be less profitable than contemplated.

We also import selected components which are used in the manufacturing of some of our hardware products. Although our purchase orders are generally in U.S. dollars, weakness in the U.S. dollar could lead to price increases for the components.

Approximately 40% of our expenses, primarily payroll and rent, are paid in Israeli new shekels (ILS). The U.S. dollar has generally weakened compared to the ILS over the last several years, which could have an adverse impact on our expenses and profitability. Although we take steps to hedge our foreign currency exposures related to our ILS expenses, there is no assurance that our hedging strategy will be successful.

The sales cycle for some of our solutions can be lengthy.

Most of our sales transactions involve a short sales cycle; however, larger transactions often involve a longer sales cycle and may require, for example, discussions about budget and which potential solution is most suitable to the customer. The larger the sale, the longer these consultations tend to last. If our sales efforts to a potential customer do not result in sufficient revenue to justify our time and investments, our business, financial condition and results of operations could be adversely affected. We are currently expanding our sales of Premium Enterprise, and Pathfinder Enterprise and so the impact of these longer sales cycles could become more significant over time.

If we are unable to retain qualified personnel and senior management, including Yossi Carmil, our Chief Executive Officer, and hire and retain additional qualified personnel, our business could suffer.

Our ability to compete in the highly competitive technology industry depends upon our ability to attract, motivate, and retain qualified personnel. We are highly dependent on the continued contributions and customer relationships of our management and particularly on the solutions of Yossi Carmil, our Chief Executive Officer. Mr. Carmil has served as our Chief Executive Officer for fifteen years, and has been integral to our growth over this period. We believe that Mr. Carmil’s management experience would be difficult to replace. All of our executive officers and key personnel are at-will employees and may terminate their employment relationship with us at any time. The loss of the services of our key personnel and any of our other executive officers, and our inability to find suitable replacements, could result in a decline in sales, delays in product development, and harm to our business and operations.

Our success also depends on our ability to effectively source and staff people with the right mix of skills and experience to perform services for our customers, including our ability to transition personnel to new assignments on a timely basis. If we are unable to effectively utilize our personnel on a timely basis to fulfill the needs of our customers, our business could suffer.

We face intense competition for qualified personnel, especially personnel in research and development. Further, many of the companies with which we compete for qualified personnel have greater resources than we have. We seek to retain and motivate existing personnel through our compensation practices, company culture, and career development opportunities. If we fail to attract new personnel or to retain our current personnel, our business and operations could be harmed.

Certain of our key employees participate in a share option plan and receive options to purchase Cellebrite Ordinary Shares. If, upon listing of Cellebrite Ordinary Shares, there is volatility in the trading price of these shares, this may also affect our ability to attract and retain qualified personnel. Personnel may be more likely to leave us if the Cellebrite Ordinary Shares they own have significantly appreciated in value relative to the original purchase price of these shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the trading price. In addition, some of our personnel may receive significant proceeds from sales of Cellebrite Ordinary Shares in the public markets in connection with or following our listing, which may reduce their motivation to continue to work for us. Any of these factors could harm our business, financial condition, and results of operations.

The security of our operations and the integrity of our software solutions are critical to our operations and to maintaining the trust and confidence of our customers.

We have established practices and procedures intended to protect the security, integrity, availability and confidentiality of our systems and the integrity of our software solutions. However, there can be no assurance that such measures will prevent all malicious activities, including deliberate insertion of exploitative code, malware or cyberattacks, or inadvertent disclosures (including of personal or confidential business information) or unauthorized access, from impacting our system and information. We monitor new technological developments and new threats, and consistently update our software as needed to enhance its security. We may experience breaches of our security due to human error, malfeasance, system errors or vulnerabilities, or other irregularities. As the techniques used to obtain unauthorized access change frequently, we may be unable to anticipate these techniques or to implement adequate preventative measures. Although to date, malicious activities directed at us have not had a material impact on our business nor, to our knowledge, have they impacted the integrity of the data that our solutions extract from devices, future malicious activities could compromise our solutions and cause us to incur liabilities that may have a material adverse impact on our reputation and business. While we maintain insurance coverage that we believe is adequate for our business, such coverage may not cover all potential costs and expenses associated with incidents that may occur in the future.

Risks Related to the Businesses of Our Customers

Our sales to government customers expose us to business volatility and risks, including government budgeting cycles and appropriations, early termination, audits, investigations, sanctions and penalties.

We generate revenue from contracts with federal, state, provincial and local governments of several countries, and these government customers may terminate most of these contracts at any time, without cause. There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending. Further, the U.S. federal government contracts are subject to the approval of appropriations made by the U.S. Congress to fund the expenditures under these contracts. Similarly, our contracts with U.S. state and local governments, Canadian federal, provincial and local governments and other foreign governments and their agencies are generally subject to government funding authorizations. Additionally, government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

A decline in government budgets, changes in spending or budgetary priorities, or delays in contract awards may significantly and adversely affect our future revenue and limit our growth prospects.

We generated approximately 90% of our revenue in 2018, 2019 and 2020 from contracts with governments and government agencies, our results of operations could be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contract vehicles. Further, these government clients may terminate most of these contracts at any time, without cause and face increased pressure to reduce spending see “— Risks Related to Our Business and Industry — We are materially dependent on acceptance of our solutions by law enforcement markets and government agencies, both domestic and international. If law enforcement and other government agencies do not continue to purchase, accept and use our solutions, our revenue will be adversely affected.” Future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. We face these risks in every country in which we operate.

Revenues from the U.S. federal government customers comprised over 20% of our total revenue in 2020. When the U.S. Congress does not complete a budget before the end of the fiscal year, government operations typically are funded through one or more continuing resolutions that authorize agencies of the U.S. federal government to continue to operate consistent with funding levels from the prior year’s appropriated amounts, but do not authorize new spending initiatives. When the U.S. federal government operates under a continuing resolution, contract awards may be delayed, canceled, or funded at lower levels, which could adversely impact our business, financial condition, and results of operations. If appropriations or continuing resolutions for the U.S. federal government departments

and agencies with which we work or have prospective business are not made by September 30 (the last day of the federal fiscal year) of any given year, the lapse in appropriations may also have negative impacts on our ability to continue work and to recognize revenue from those customers, for so long as the lapse continues.

The U.S. federal government may also shift spending away from one or more of the federal agencies from which we derive much of our revenue, such as Immigration and Customs Enforcement, for budgetary or political reasons. A significant decline in overall U.S. federal government spending, a significant shift in spending priorities, the substantial reduction or elimination of particular law enforcement-related programs, or significant budget-related delays in contract or task order awards for large programs could adversely affect our future revenue and limit our growth prospects.

Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business.

A significant majority of our customers are in the public sector. The procurement process for government agencies can be more challenging than contracting in the private sector and can impose additional costs and complicate sales efforts. Further, changes in the political landscape or required procurement procedures that affect our target customers could be introduced prior to the completion of our sales cycle, making it more difficult or costly to finalize a contract with a new customer or expand or renew an existing customer relationship. For example, customers may require a competitive bidding process with extended response deadlines, review or appeal periods, or customer attention may be diverted to other government matters, postponing the consideration of the purchase of our solutions. Such delays could harm our ability to provide our solutions efficiently and to grow or maintain our customer base. In addition, the majority of our government contracts include the right for government agencies to delay, curtail, renegotiate or terminate contracts and subcontracts at their convenience any time prior to their completion. Any decision by a government customer to exercise any of these rights in our contracts may result in a decline in our profits and revenue.

Changes in civil forfeiture laws may affect our customers’ ability to purchase our solutions.

Many of our law enforcement customers in the United States use funds seized through civil forfeiture proceedings to fund the purchase of our solutions. State civil forfeiture statutes permit state governments to seize property with limited judicial oversight, often based on a preponderance of the evidence that the property was connected to criminal activity even if the owner of the property is not subject to criminal charges. A one-justice U.S. Supreme Court opinion in March 2017 sharply criticized civil forfeiture as possibly violating the due process clause of the U.S. Constitution, although the U.S. Supreme Court in that instance declined to hear the case on procedural grounds. An adverse U.S. Supreme Court decision or changes in state legislation could impact our customers’ ability to seize funds or use seized funds to fund purchases. Changes in civil forfeiture statutes or regulations are outside of our control and could limit the amount of funds available to our customers, which could adversely affect the sale of our solutions.

Our revenue from private sector customers could be adversely affected by any weakening of economic conditions.

Our private sector customers may be more susceptible to weakening economic conditions than our public sector customers. Certain economies have experienced periods of downturn as a result of a multitude of factors, including, but not limited to, turmoil in the credit and financial markets, concerns regarding the stability and viability of major financial institutions, declines in gross domestic product, increases in unemployment, volatility in commodity prices and worldwide stock markets, excessive government debt and disruptions to global trade or tariffs. The severity and length of time that a downturn in economic and financial market conditions may persist, as well as the timing, strength and sustainability of any recovery, are unknown and are beyond our control. Recently, COVID-19 has raised additional concerns regarding economic uncertainties. Moreover, any instability in the global economy affects countries in different ways, at different times and with varying severity, which makes the impact to our business complex and unpredictable. During such downturns, many customers may delay or reduce technology purchases. Contract negotiations may become more protracted or conditions could result in reductions in the sales of our software, hardware and solutions, longer sales cycles, pressure on our margins, difficulties in collection of accounts receivable or delayed payments, increased default risks associated with our accounts receivables, slower adoption of new technologies and increased price competition. In addition, deterioration of the global credit markets could adversely impact our ability to complete licensing transactions and services transactions, including

maintenance and support renewals. Any of these events, as well as a general weakening of, or declining corporate confidence in, the global economy, or a curtailment in corporate spending could delay or decrease our revenue and therefore have a material adverse effect on our business, operating results and financial condition. For more information regarding the impact of COVID-19 on our business and global economic conditions, see “— Risks Related to Our Business and Industry — The global COVID-19 pandemic could negatively impact our business, installations, trainings, and general operations.”

Risks Related to Cellebrite’s Intellectual Property

Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business.

Our success and ability to compete depends in part on our ability to maintain, protect, enforce and defend our intellectual property and other proprietary rights. We rely upon a combination of copyright, trademark and trade secret laws, as well as certain contractual provisions, to establish, maintain, protect and enforce our intellectual property and other proprietary rights. Despite our efforts, third parties may attempt to disclose, obtain, copy, or use our intellectual property or other proprietary information or technology without our authorization, and our efforts to protect our intellectual property and other proprietary rights may not prevent such unauthorized disclosure or use, misappropriation, infringement, reverse engineering or other violation of our intellectual property or other proprietary rights. Effective protection of our rights may not be available to us in every country in which our platform or solutions are available. The laws of some countries may not be as protective of intellectual property and other proprietary rights as those in Israel or the United States, and mechanisms for enforcement of intellectual property and other proprietary rights may be inadequate. Also, our involvement in standard setting activity or the need to obtain licenses from others may require us to license our intellectual property. Accordingly, despite our efforts, we may be unable to prevent third parties from using our intellectual property or other proprietary information or technology. The violation of our end-user license agreement by transferring or allowing the use of our proprietary information or technology without a license may pose additional risks.

In addition, we may be the subject of intellectual property infringement or misappropriation claims, which could be very time-consuming and expensive to settle or litigate and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages if we are found to have infringed patents, copyrights, trademarks, or other intellectual property rights, or breached trademark co-existence agreements or other intellectual property licenses and could require us to cease using or to rebrand all or portions of our platform.

Any of our intellectual property rights may be challenged, narrowed, invalidated, held unenforceable, or circumvented in litigation or other proceedings, including, where applicable, opposition, re-examination, inter partes review, post-grant review, interference, nullification and derivation proceedings, and equivalent proceedings in foreign jurisdictions, and such intellectual property or other proprietary rights may be lost or no longer provide us meaningful competitive advantages. Such proceedings may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us.

While we currently have no outstanding patents, we may in the future determine that we require patents in order to protect our software and processes, and we may be unable to obtain patent protection for the technology covered in our patent applications or such patent protection may not be obtained quickly enough to meet our business needs. Furthermore, the patent prosecution process is expensive, time-consuming, and complex, and we may not be able to prepare, file, prosecute, maintain, and enforce all necessary or desirable patent applications at a reasonable cost or in a timely manner. The scope of patent protection also can be reinterpreted after issuance and issued patents may be invalidated. Even if our patent applications do issue as patents, they may not issue in a form that is sufficiently broad to protect our technology, prevent competitors or other third parties form competing with us or otherwise provide us with any competitive advantage.

Third parties may legitimately and independently develop products, services, and technology similar to or duplicative of our platform. In addition to protection under intellectual property laws, we rely on confidentiality or license agreements that we generally enter into with our corporate partners, employees, consultants, advisors, vendors, and customers, and generally limit access to and distribution of our proprietary information. However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access

to our confidential information or that the agreements we have entered into will not be breached or challenged, or that such breaches will be detected. Furthermore, non-disclosure provisions can be difficult to enforce, and even if successfully enforced, may not be entirely effective. We cannot guarantee that any of the measures we have taken will prevent infringement, misappropriation, or other violation of our technology or other intellectual property or proprietary rights.

Because we have historically been targeted by cyberattacks and may continue to be an attractive target for cyberattacks, we also may have a heightened risk of unauthorized access to, and misappropriation of, our proprietary and competitively sensitive information. We spend significant resources to monitor and protect our intellectual property and other proprietary rights from cyberattacks and potential infringement, and in the future we may conclude that in at least some instances the benefits of protecting our intellectual property or other proprietary rights may be outweighed by the expense or distraction to our management. We may initiate claims or litigation against third parties for infringement, misappropriation, or other violation of our intellectual property or other proprietary rights or to establish the validity of our intellectual property or other proprietary rights. Any such litigation, whether or not it is resolved in our favor, could be time-consuming, result in significant expense to us and divert the efforts of our technical and management personnel. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part.

Some of our software and systems contain open source software, which may pose particular risks to our proprietary software and information technology systems.

We utilize open source software in the development and application of our software solutions, and we will use open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses and is typically freely accessible, usable, and modifiable. Pursuant to such open source licenses, we may be subject to certain conditions, including requirements that we offer our proprietary software that incorporates the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, utilizing open source software, and that we license such modifications or derivative works under the terms of the particular open source license. We may face claims from third parties claiming ownership of, or demanding the release or license of, the open source software or derivative works that we developed from such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code, or cease offering the implicated software unless and until we can re-engineer it to avoid infringement. We also may be required to re-engineer solutions if the license terms for incorporated open source software change. The re-engineering process of some or all of our software could require significant additional research and development resources, and we may not be able to complete it successfully. In addition, use of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software. These risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, results of operations, and financial conditions.

Other companies may claim that we infringe their intellectual property, which could materially increase costs and materially harm our ability to generate future revenue and profits.

Claims of infringement (including misappropriation and/or other intellectual property violation) are common in the software industry and increasing as related legal protections, including copyrights and patents, are applied to software solutions. Although most of our technology is proprietary in nature, we do include certain third party and open source software in our software solutions. In the case of third party software, we believe this software is licensed from the entity holding the intellectual property rights. While we believe that we have secured proper licenses for all material third-party intellectual property that is integrated into our solutions in a manner that requires a license, third parties have and may continue to assert infringement claims against us in the future, including the sometimes aggressive and opportunistic actions of non-practicing entities whose business model is to obtain patent-licensing revenue from operating companies such as us. Any such assertion, regardless of merit, may result

in litigation or may require us to obtain a license for the intellectual property rights of third parties. Such licenses may not be available, or they may not be available on commercially reasonable terms. In addition, as we continue to develop software solutions and expand our portfolio using new technology and innovation, our exposure to threats of infringement may increase. Any infringement claims and related litigation could be time-consuming, expensive to settle or litigate, disruptive to our ability to generate revenue or enter into new market opportunities, could divert our management’s attention and other resources, and may result in significant liability for damages if we are found to have infringed third party rights, and/or significantly increased costs as a result of our defense against those claims or our attempt to license the intellectual property rights or rework or rebrand our solutions to avoid infringement of third party rights. Typically, our agreements with our partners and customers contain provisions which require us to indemnify them for damages sustained by them as a result of any infringement claims involving our solutions. Any of the foregoing infringement claims and related litigation could have a significant adverse impact on our business and operating results as well as our ability to generate future revenue and profits.

Risks Related to Data Privacy and Human Rights

Certain of our solutions may be perceived as, or determined by the courts to be, a violation of privacy rights and related laws. Any such perception or determination could adversely affect our revenue and results of operations.

Because of the nature of certain of our solutions, including those used for digital investigations, the general public could perceive that the deployment of our solutions may result in violations of individual privacy rights. In addition, certain courts or regulatory authorities could determine that the use of our software solutions is a violation of privacy laws. Any such determination or perception by potential customers, the general public, government entities or the judicial system could harm our reputation and adversely affect our revenue and results of operations. We are dedicating substantial resources to mitigate these risks by complying with applicable laws and requiring all licensees to comply with applicable laws and to refrain from violation of privacy rights, but we have been advised that even if we have no access to the data stored on a customer’s devices, we may still be held liable for how the customer uses such data, including if the customer uses the data in a way that is a violation of privacy rights or related laws or our End User License Agreement (“EULA”).

Some of our solutions may be used by customers in a way that is, or that is perceived to be, incompatible with human rights. Any such perception could adversely affect our reputation, revenue and results of operations.

We strive to sell our solutions to customers who will use them in a lawful and ethical manner. See “— We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.” For example, all users are required to confirm, before activation, that they will only use the system for lawful uses, but Cellebrite cannot verify that this undertaking is accurate. Further, some of our government customers may use our solutions in a manner that is incompatible with, or perceived to be incompatible with, human rights without our knowledge or permission. For example, in August 2020, a group of 61 petitioners, including a number of human rights activists, filed a petition before the District Court in Tel Aviv against various Israeli government entities and Cellebrite. The petition asked the District Court to exercise its power under the Defense Export Control Law to stop the exportation of our UFED solution to police forces in Hong Kong. Activists alleged that UFED was being used against pro-democracy protestors in Hong Kong and that this was resulting in human rights abuses. We have since stopped operating in China and Hong Kong and have proactively stopped selling to Russia, but this petition as well as petitions relating to Russia and Bangladesh and the corresponding media coverage may have negatively impacted our reputation. Our end use license agreements prohibit customers from using our products in a manner that violates applicable laws (including laws with respect to human rights and the rights of individuals) or in support of any illegal activity or to violate the rights of any third party, and requires our customers to indemnify us for losses that we suffer due to their actions; however, we cannot provide any assurance that we will not be subject to claims from third parties alleging that their rights were infringed. In the future, other allegations of misuse by our customers may damage our reputation, even if we took no part in the misuse or take immediate action to sever ties with such customers.

We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.

We generally do not enter into business with customers whose positions or actions we consider inconsistent with our mission to support law enforcement acting in a legal manner. We pursue only those customers who we

believe will act lawfully and not in a manner incompatible with privacy rights or human rights. For example, we have chosen not to do business in Bangladesh, Belarus, China, Hong Kong, Macau, Russia and Venezuela partially due to concerns regarding human rights and data security, and we may in the future decide not to do business in other countries or with other potential customers for similar reasons.

Our products are used as an on-premise solution for our customers, many of which are required to host their proprietary data within their own organization, and are operated by our customers without our involvement other than with respect to troubleshooting and support from time to time. As a result, we rely on a range of information sources, and largely depend on media and other reports, to learn if our products are being used inconsistent with our organizational mission and values. Third party reports may be incomplete, unreliable or unavailable. In addition, a determination as to whether our products are being misused may involve subjective determinations or being the subject of differing opinions. The board of the Company has approved the formation of an Ethics and Integrity Committee that will serve as an advisory body to the board. It is intended that the committee that will be comprised of approximately eight industry experts, which may include ethics experts, legal experts, former members of the police force, former members of ministries of defense, technology experts, academic experts and community leaders. The mission of the Ethics and Integrity Committee is expected to include advising on ethical considerations related to the use of the Company’s technologies.

The license to use our products prohibits customers from using our solutions in violation of applicable laws (including laws with respect to human rights and the rights of individuals) or in support of any illegal activity or to violate the rights of any third party. We may terminate any license, among other things, in the event of a material breach that is not cured after 30 days’ notice. In addition, we may disable the use of the software, among other things, if it is used in violation of the license. A determination regarding whether a breach of our license will result in termination or other corrective action involves judgment and depends on the facts and circumstances of each case.

We cannot be sure that the foregoing safeguards will be sufficient to identify misuse of our products or prevent any such misuse. Our decisions not to do business with these countries may alter our expectations surrounding our long-term financial benefits and results, which may harm our growth prospects, business, and results of operations. Although we endeavour to do business with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission.

We occasionally have limited access to third party data, and if our security measures are breached and unauthorized access to this data is obtained, our systems, data centers and our solutions may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

We do not generally store customer data nor have access to the data processed by customers using our solutions. Nevertheless, our service operators occasionally have brief and limited access to data, including personally identifiable information (PII), when they receive calls for technical support. When a customer calls for technical support, they sometimes grant our service operators remote access to their device, which may result in the brief sharing of data with the service operator. In rare cases the customer may share the data with the technical support for further bug fixing research and analysis. We have internal processes for deleting such data shortly after the completion of the customer support and ensuring bug fix is sustainable and consistent, but the data is still shared for these limited periods and could potentially be, or be perceived as, more vulnerable as a result. In addition, we may have access to customer data, including PII, in connection with the provision of our Advanced Services in which we serve as an outsourced lab for the extraction of data from devices that are sent to us by our customers. Any actual or perceived unauthorized access, use, disclosure or modification to this data, could result in our solutions being viewed as less secure, which could lead to liability and a significant adverse effect on our reputation and operating results.

Risks Related to Legal Compliance and Regulatory Matters

Our business is subject to complex and evolving U.S. and non-U.S. laws and regulations regarding privacy, data protection and security, technology protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or otherwise harm our business.

Our products are used as an on-premise solution and are generally operated by our customers without our involvement. Nevertheless, our service operators occasionally have brief and limited access to customer data, including personally identifiable information (PII), when they receive calls for technical support. In addition, we may extract

files containing customer data, including PII, in connection with the provision of our Advanced Services in which we serve as an outsourced lab for the extraction of data from devices that are sent to us by our customers. In both of those situations, we do not access or view customer data, maintain such data securely with limited access, and delete all such data following the confirmation that the data has been received by the customer. As a result, for the purposes of the GDPR and the UK equivalent legislation, we are not considered to be a controller and serve as a processor in a number of circumstances, within the meaning of those terms.

Given the global nature of our operations, we are subject to a variety of local, state, national, and international laws and directives and regulations in the United States and abroad related to privacy and data protection, data security, data storage, retention, transfer and deletion, technology protection, and personal information, including:

•        The European General Data Protection Regulation (“GDPR”) took effect in May 2018 and applies to many of our products and services that provide service in Europe. The GDPR includes operational requirements for companies that receive or process personal data of residents of the EU. We are required to comply with the GDPR and, following the exit of the United Kingdom (“UK”) from the European Union, the UK equivalent, the implementation of which exposes us to two parallel data protection regimes in Europe, each of which impose several stringent requirements for controllers and processors of personal data and could make it more difficult to and/or more costly for us to collect, store, use, transmit and process personal and sensitive data. In 2016, the EU and the U.S. agreed to an alternative transfer framework for data transferred from the EU to the United States called the Privacy Shield Framework. However, in 2020, the EU’s Court of Justice invalidated the use of this framework moving forward. The court ruled that the framework did not ensure an adequate level of protection for data transferred from the EU to the United States. Notably, there are alternative legal mechanisms available that allow the compliant transfer of data from the EU to the United States, however, they may also be challenged by national regulators or private parties. Non-compliance with the GDPR and the UK legislation equivalent may result in administrative fines or monetary penalties of up to 4% of worldwide annual revenue in the preceding financial year or €20 million (whichever is higher) for the most serious infringements, and could result in proceedings against us by governmental entities or other related parties and may otherwise adversely impact our business, financial condition, and results of operations.

•        The California Consumer Privacy Act, or the CCPA, went into effect on January 1, 2020 and became enforceable by the California Attorney General on July 1, 2020, along with related regulations that came into force on August 14, 2020. The CCPA gives California residents new rights to access and require deletion of their personal information, opt out of the sale of personal information, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation. The effects of the CCPA potentially are significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply. Additionally, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020, or the CPRA. The CPRA will impose additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data and establishes a regulatory agency dedicated to enforcing those requirements. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required.

Certain other state laws in the United States impose similar privacy obligations and all 50 states have laws including obligations to provide notification of certain security breaches to affected individuals, state officials and others. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (“VCDPA”), creating the second truly comprehensive U.S. state privacy law, which will take effect on January 1, 2023 (the same day as CPRA takes effect). Further, there currently are also a number of proposals related to data privacy or security pending before federal, state, and foreign legislative and regulatory bodies, including in a number of states considering consumer protection laws similar to the CCPA and VCDPA. This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

These developments may require us to review and amend the legal mechanisms by which we make and, or, receive personal data transfers from other countries to Israel. As data protection regulators issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

These existing and proposed laws and regulations can be costly to comply with and can make our platform solutions less effective or valuable, delay or impede the development of new solutions, result in negative publicity, increase our operating costs, require us to modify our data handling practices, limit our operations, impose substantial fines and penalties, require significant management time and attention, or put our data or technology at risk. Any failure or perceived failure by us or our platform to comply with U.S., EU, UK or other foreign laws, regulations, directives, policies, industry standards, or legal obligations relating to privacy, data protection, or information security, or any security incident that results in loss of or the unauthorized access to, or acquisition, use, release, or transfer of, personal information, personal data, or other customer or sensitive data or information may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, indemnification or other contractual obligations, other remedies, including fines or demands that we modify or cease existing business practices, or adverse publicity, and related costs and liabilities, which could significantly and adversely affect our business, reputation and results of operations.

We may in the future become involved in legal, regulatory, or administrative inquiries and proceedings, and unfavorable outcomes in litigation or other of these matters could negatively impact our business, financial conditions, and results of operations.

From time to time, we receive formal and informal inquiries from governmental agencies and regulators regarding our compliance with laws and regulations or otherwise relating to our business or transactions. We may also become subject to claims, lawsuits, proceedings and inquiries which could involve labor and employment disputes, discrimination and harassment allegations, commercial disputes, intellectual property rights (including patent, trademark, copyright, trade secret, and other proprietary rights), class actions, general contract, tort, or defamation, data privacy rights, antitrust concerns, common law fraud, government regulation, compliance, alleged federal and state securities and “blue sky” law violations or other investor related questions. Derivative claims, lawsuits, and proceedings, which may, from time to time, be asserted against our directors by our shareholders, could involve breach of fiduciary duty, breach of duty of loyalty, failure of oversight, corporate waste claims, and other matters. One of our shareholders, with respect to whom we are currently engaged in litigation as described in the notes to our consolidated financial statements has threatened to bring various of these claims. In addition, our business and results may be adversely affected by the outcome of currently pending and any future legal, regulatory, and/or administrative claims or proceedings, including through monetary damages or injunctive relief. In addition, over the last several years, lawsuits have been filed against cyber-related companies by large multinationals that claim that their terms of use have been violated and breached by the activities of the cyber companies. While we are not a cyber company, such a risk could potentially also apply to us and our solutions.

The number and significance of our legal disputes and inquiries may increase as we continue to grow larger, as our business has expanded in customer count and geographic reach, and as our platform solutions have become more complex. Additionally, if customers fail to pay us under the terms of our agreements, we may be adversely affected due to the cost of enforcing the terms of our contracts through litigation. Litigation or other proceedings can be expensive and time consuming and can divert our resources and leadership’s attention from our primary business operations. The results of our litigation also cannot be predicted with certainty. If we are unable to prevail in litigation, we could incur payments of substantial monetary damages or fines, or undesirable changes to our platform or business practices, and accordingly, our business, financial condition, or results of operations could be materially and adversely affected. Furthermore, if we accrue a loss contingency for pending litigation and determine that it is probable, any disclosures, estimates, and reserves we reflect in our financial statements with regard to these matters may not reflect the ultimate disposition or financial impact of litigation or other such matters. These proceedings could also result in negative publicity, which could harm customer and public perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable.

We have taken steps to mitigate the impact of any potential legal disputes, but the steps we have taken may not be enough to prevent damage to our reputation and financial results. Although we have limitation of liability provisions in our standard software licensing and service agreement terms and conditions, these provisions may not be enforceable in some circumstances, may vary in levels of protection across our agreements, or may not fully or effectively protect us from such claims and related liabilities and costs. We generally provide a warranty for our software and hardware solutions in our EULAs. In the event that there is a failure of warranties in such agreements, we are generally obligated to correct the product to conform to the warranty provision as set forth in the applicable EULA, or, if we are unable to do so, the customer is entitled to seek a refund of the purchase price of the product and service. The sale and support of our solutions also entail the risk of product liability claims. We maintain errors and omissions insurance to protect against certain claims associated with the use of our solutions, but our insurance coverage may not adequately cover any claim asserted against us. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources.

We are subject to Israeli encryption laws and governmental trade controls, including export and regulations, and any noncompliance with these laws could negatively impact our operating results.

The export of our solutions is subject to Israeli encryption control laws. Our export licence under the Israeli encryption control regime prohibits us from exporting of our products to customers in certain countries and require us to obtain the consent of the Ministry of Defense to export to customers in certain other countries. Our failure to comply with these requirements could subject us to financial and other penalties, and harm our reputation.

Although Israel is not a party to the Wassenaar Arrangement, it has adopted the Wassenaar Arrangement List of Dual Use Goods and Technologies and the goods and technologies listed therein are subject to Israeli export control laws and regulations. However, cryptography that is subject to Israeli encryption laws is not regulated under the Israeli export control regime, even if its capabilities would otherwise place it within Part 2 of Chapter 5 of the Wassenaar Arrangement Dual Use List which relates to Information Security. In 2016, the Israeli Ministry of Defense published draft regulations proposing to cancel the existing encryption control regime and to bring Part 2 of Chapter 5 of the Wassenaar Arrangement into full force and effect in its place. If our solutions do become subject to the Wassenaar Arrangement dual use list as adopted by Israel, then they likely will be controlled under either the Israeli Defense Export Control Law, 5767-2007 or the Import and Export Order (Export Control over Dual Use Goods, Services and Technology), 5766-2006, depending on the nature of the customer. The application of these requirements to us could subject us to different licensing requirements and may require us to adapt our marketing and export practices to accommodate this change. This development could adversely impact our ability to sell our products.

In addition, various other countries regulate the import of certain encryption solutions and technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries. Any new export restrictions, new import restrictions, new legislation, changes in economic sanctions, or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons, or technologies targeted by such regulations, could result in decreased use of our platform by existing customers with non-U.S. operations, declining adoption of our platform by new customers with non-U.S. operations, limitation of our expansion into new markets, and decreased revenue.

Our activities may be subject to certain economic sanctions laws including the laws of the Israel and the United States. We have adopted policies and procedures to restrict sales to countries subject to comprehensive U.S. and Israeli sanctions and to designated entities and individuals. Our solutions and technologies could be exported to these sanctioned targets by our resellers despite the contractual undertakings they have given us and any such export could have negative consequences, including government investigations, penalties and reputational harm. Any change in export regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our solutions by, or in our decreased ability to export or sell our solutions to, existing or potential customers with international operations. Any decreased use of our solutions or limitation on our ability to export or sell our solutions would likely adversely affect our business, financial condition and results of operations.

Differing regulatory and legal requirements and the possible enactment of additional regulations or restrictions on the use, import, or re-export of our platforms or the provision of services, could delay, restrict, or prevent the sale or use of our platform and solutions in some jurisdictions. If we or our business partners or counterparties, including licensors and licensees, prime contractors, subcontractors, sublicensors, vendors, customers, shipping partners, or contractors, fail to obtain appropriate import, export, or re-export licenses or permits, notwithstanding regulatory requirements or contractual commitments to do so, or if we fail to secure such contractual commitments where necessary, we may also be adversely affected, through reputational harm as well as other negative consequences, including government investigations and penalties.

These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Although we take precautions to prevent our software from being provided in violation of such laws, the software could be provided inadvertently in violation of such laws, despite the precautions we take. Non-compliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, and financial condition could be materially adversely affected. We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, or otherwise. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Our largest shareholder, SUNCORPORATION, is a Japanese public company and currently a holder of 71.5% of Cellebrite’s outstanding shares.

SUNCORPORATION (TSE JASDAQ: 6736), a Japanese public company, will beneficially own 41.6% of Cellebrite Ordinary Shares in a non-redemption scenario and 50.8% of Cellebrite Ordinary Shares in a full redemption scenario. Therefore, SUNCORPORATION will have significant influence on the outcome of all decisions at our shareholders’ meetings including:

•        the election of the Cellebrite Board;

•        amendments to our articles of association; and

•        our ability to enter into a change of control transaction.

SUNCORPORATION’s decisions as to how it votes its Cellebrite Ordinary Shares may be contrary to your expectations or preferences. The influence exerted by SUNCORPORATION may limit your ability as an investor to influence corporate matters and could also discourage other companies from pursuing any potential merger, takeover, or other change of control transactions with us. Further, on a full redemption basis, SUNCORPORATION will become a controlling shareholder and will control elections to the Cellebrite Board and, therefore, our general corporate activities.

A variety of new and existing laws and/or interpretations could materially and adversely affect our business.

We are subject to a variety of laws and regulations in Israel and abroad that involve matters central to our business, including privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, electronic contracts and other communications, competition, consumer protection, telecommunications, product liability, taxation, labor and employment, economic or other trade prohibitions or sanctions, securities law compliance, and online payment services. The introduction of new solutions, expansion of our business to certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in Israel or the United States. These laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. New laws and regulations (or new interpretations of existing laws and regulations) may require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices. The costs of compliance with

these laws and regulation are high and are likely to increase in the future. Additionally, these laws and regulations, or any associated inquiries or investigations or other government actions, may delay or impede the development of new solutions, result in negative publicity, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.

As a government contractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived non-compliance with government contracting laws, regulations, or contractual provisions, we may be subject to audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling our platform and solutions to our government customers. Further, regulatory requirements imposed by foreign governments may be more stringent and non-compliance may subject us to investigations, proceedings, sanctions, or other consequences. These consequences remain uncertain because of the dynamic nature of governmental action and responses. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government could adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception, and growth prospects.

Risks Relating to Our Incorporation and Location in Israel

Conditions in Israel could materially and adversely affect our business.

Many of our employees, including certain management members, operate from our offices that are located in Israel. In addition, a number of our officers and directors are residents of Israel and we have a small assembly facility in Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with terrorist and military groups. Further certain countries have threatened Israel and may be developing nuclear weapons. In recent years, some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and potentially negatively affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that

there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.

It may be difficult to enforce a U.S. judgment against us, our officers and directors or the experts named in this proxy statement/prospectus in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors or experts.

Most of our directors or officers are not residents of the United States and most of their and our assets are located outside the United States. Most of the experts named in this prospectus are also not residents of the United States. Service of process upon us or our non-U.S. resident directors and officers, and the experts named in this proxy statement/prospectus, and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers or such experts may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, typically through an expert witness, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside of Israel, which may make it difficult to collect on judgments rendered outside of Israel against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. For more information, see “Enforceability of Civil Liabilities.”

Your rights and responsibilities as our shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.

We are incorporated under Israeli law. The rights and responsibilities of holders of Cellebrite Ordinary Shares are governed by the Amended Articles to be effective upon Closing and the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law each shareholder of an Israeli company has to act in good faith and in a customary manner in exercising his, her or its rights and fulfilling his, her or its obligations toward the Company and other shareholders and to refrain from abusing his, her or its power in the Company, including, among other things, in voting at the general meeting of shareholders, on one of the following: (i) amendments to a company’s articles of association, (ii) increases in a company’s authorized share capital, (iii) mergers and (iv) certain transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power according to the Amended Articles to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company according to the Amended Articles, has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

Provisions in the Amended Articles may have the effect of discouraging lawsuits against us and our directors and officers.

Under the Amended Articles to become effective upon Closing, the competent courts of Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of Cellebrite, (ii) any action

asserting a claim of breach of fiduciary duty or a claim of breach of the duty of loyalty owed by any of Cellebrite’s directors, officers or other employees or our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law.

Additionally, unless Cellebrite consents in writing to the selection of an alternative forum, the U.S. federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 22 of the Securities Act, however, creates concurrent jurisdiction for U.S. federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While Delaware and certain U.S. courts have determined that such exclusive forum provisions are facially valid, a shareholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions; however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, notwithstanding the foregoing, the Amended Articles will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

These exclusive forum provisions may limit a shareholders ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors or other employees which may discourage lawsuits against us, our directors, officers and employees.

Risks Relating to the Merger

TWC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case TWC would cease all operations except for the purpose of winding up and would redeem its Public Shares and liquidate.

TWC must complete an initial business combination by the Outside Date, being September 15, 2022, or December 15, 2022 if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by September 15, 2022. TWC may not be able to consummate the Business Combination or any other business combination within such time frame. If TWC has not completed any initial business combination by the Outside Date, it will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish TWC stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of TWC stockholders and the TWC Board, dissolve and liquidate, subject in each case to TWC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to TWC Warrants, which will expire worthless if TWC fails to complete the initial business combination by the Outside Date. In such case, based on the amount of funds on deposit in the Trust Account as of the TWC Record Date, Public Stockholders would receive only $10.00 per Public Share upon the redemption of their shares and their Public Warrants would expire worthless.

TWC may not have sufficient funds to consummate the Business Combination.

As of March 31, 2021, TWC had approximately $1.2 million available to it outside of the Trust Account to fund its working capital requirements. If TWC is required to seek additional capital, it would need to borrow funds

from the Sponsor, its management team or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to TWC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to TWC upon completion of the Business Combination. If TWC is unable to consummate the Business Combination because it does not have sufficient funds available, TWC will be forced to cease operations and liquidate the Trust Account. Consequently, Public Stockholders may receive less than $10 per share.

If the PIPE Investments are not consummated and Cellebrite does not waive the Minimum Cash Amount, the Business Combination Agreement may be terminated.

As a condition to Closing, the Business Combination Agreement provides that the Total Cash Raise (as defined in the Business Combination Agreement) must be equal to or greater than $300,000,000 (the “Minimum Cash Amount”). While the PIPE Investors have entered into the Share Purchase Agreements to purchase Cellebrite Ordinary Shares for an aggregate of $300,000,000 immediately prior to the Closing, there can be no assurance that the parties to the Share Purchase Agreements will perform their obligations under the Share Purchase Agreements. If the PIPE Investments are not consummated and Cellebrite does not waive the Minimum Cash Amount condition, the Business Combination Agreement may be terminated.

If a Public Stockholder fails to properly demand redemption rights, they will not be entitled to convert their Public Shares into a pro rata portion of the Trust Account.

Irrespective of whether a Public Stockholder votes in favor or against the Business Combination, they may demand that TWC convert their Public Shares into a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination, Public Stockholders must deliver their share certificates (if any) and other redemption forms (either physically or electronically) to TWC’s transfer agent no later than two (2) business days prior to the Special Meeting. To demand redemption rights, Public Stockholders must deliver their share certificates (if any) and other redemption forms (either physically or electronically) to TWC’s transfer agent no later than two (2) business days prior to the Special Meeting. Any Public Stockholder who fails to properly demand redemption rights by delivering their shares will not be entitled to convert their share certificates (if any) and other redemption forms into a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Special Meeting of TWC Stockholders — Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

Because the market price of Public Shares will fluctuate, Cellebrite shareholders cannot be certain of the value of the merger consideration they will receive until the Closing.

Upon completion of the Business Combination, each Public Share will be converted into the right to receive the merger consideration consisting of (a) an amount of cash equal to the greater of $0 and the Per Share Cash Consideration and (b) a number of Cellebrite Ordinary Shares equal to the Per Share Equity Consideration. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Consideration.” The market price of Public Shares at the Effective Time may vary significantly from its price on the date the Business Combination Agreement was executed or on other dates, including the date on which TWC stockholders approve the adoption of the Business Combination Agreement and the transactions contemplated thereby. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of TWC or Cellebrite, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of TWC and Cellebrite.

TWC has a limited ability to assess the management of Cellebrite’s business and, as a result, cannot assure you that Cellebrite’s management has all the skills, qualifications or abilities to manage a public company.

TWC’s ability to assess Cellebrite’s management may be limited due to a lack of time, resources or information. TWC’s assessment of the capabilities of Cellebrite’s management, therefore, may prove to be incorrect, and Cellebrite

management may lack the skills, qualifications or abilities that TWC believed Cellebrite management had. Should Cellebrite’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of Cellebrite following the Business Combination may be negatively impacted.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Business Combination or Cellebrite’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Cellebrite. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or U.S. GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Cellebrite and TWC and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of Cellebrite’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to, client demand for Cellebrite’s products and services, an evolving competitive landscape, rapid technological change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what Cellebrite’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that TWC and Cellebrite currently believe are reasonable. The unaudited pro forma condensed combined financial information for Cellebrite following the Business Combination in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Cellebrite shareholders will have a reduced ownership and voting interest after the Business Combination and will be unable to exercise the same influence over management as before the Business Combination.

Cellebrite shareholders currently have the right to vote in the election of the Cellebrite Board and on other matters requiring stockholder approval under the Companies Law and the existing Cellebrite articles of association. Upon completion of the Business Combination, Cellebrite shareholders will have a percentage ownership of Cellebrite that is smaller than their current ownership of Cellebrite. Additionally, a total of five of the expected eleven members of the Cellebrite Board following the Business Combination will be appointed by the Sponsor, SUNCORPORATION and IGP, with the Sponsor and SUNCORPORATION each appointing two members and IGP appointing one. Based on the number of issued and outstanding Public Shares, Cellebrite Ordinary Shares and Cellebrite Preferred Shares immediately prior to the Effective Time, and based on the exchange ratio applicable to the Business Combination, Cellebrite shareholders, as a group, will receive shares representing approximately 57.3% of the Cellebrite Ordinary Shares expected to be outstanding immediately after the Business Combination on a fully diluted basis (assuming no redemptions by current Public Stockholders and excluding the shares issued in connection with the Cellebrite Ordinary Shares trading at or above a certain price target over a certain trading period, any Cellebrite Warrants or options to purchase Cellebrite Ordinary Shares that will be outstanding following the Business Combination or any equity awards that may be issued under the proposed Equity Incentive Plans, PIPE Investment shares and Cellebrite Ordinary Shares that are converted into cash instead of Cellebrite Ordinary

Shares). Because of this, current Cellebrite shareholders, as a group, will have less influence on the board of directors, management and policies of Cellebrite than they now have on the board of directors, management and policies of Cellebrite.

Public Stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the conversion of Public Shares into Cellebrite Ordinary Shares, the percentage ownership of current Public Stockholders will be diluted. Additionally, of the expected eleven members of the Cellebrite Board after the completion of the Business Combination, only six will be appointed by Cellebrite shareholders, with the rest being appointed by SUNCORPORATION, IGP or the Sponsor. Because of this, Public Stockholders will have less influence on the directors, management and policies of Cellebrite than they now have on the board of directors, management and policies of TWC. See “Certain Agreements Related to the Business Combination — Investor Rights Agreement.”

The market price of Cellebrite Ordinary Shares after the Business Combination may be affected by factors different from those currently affecting the prices of Public Shares.

Upon completion of the Business Combination, certain TWC stockholders will become holders of shares of Cellebrite Ordinary Shares listed on Nasdaq. Prior to the Business Combination, TWC has had limited operations. Upon completion of the Business Combination, Cellebrite’s results of operations will depend upon the performance of Cellebrite’s businesses, which are affected by factors that are different from those currently affecting the results of operations of TWC.

Future resales of the Cellebrite Ordinary Shares issued in connection with the Business Combination may cause the market price of the Cellebrite Ordinary Shares to drop significantly, even if Cellebrite’s business is doing well.

In connection with the Business Combination, each of Cellebrite, TWC and certain Cellebrite shareholders entered into the Sponsor Support Agreement, to be effective as of the consummation of the Business Combination. Pursuant to such Sponsor Support Agreement, the Sponsor has agreed that it shall not transfer 55.6% of its Lock-up Shares. Pursuant to its terms, if at any time between the Closing Date and the five (5) year anniversary of the Closing Date the volume weighted average price of Cellebrite Ordinary Shares is over any twenty (20) trading days within any thirty (30) trading days period greater than the applicable price per share, that portion of Sponsor’s Lock-up Shares are released from the lock-up. See the section of this proxy statement/prospectus titled “Lock-up Periods and Registration Rights.”

Further, concurrently with the Closing, the Sponsor will enter into the Investor Rights Agreement, which will provide the Sponsor and the other parties thereto with customary demand registration rights and piggy-back registration rights with respect to registration statements filed by Cellebrite after the Closing. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination — Investor Rights Agreement.”

Upon expiration of the applicable lock-up period and upon the effectiveness of any registration statement Cellebrite files pursuant to the above-referenced Investor Rights Agreement, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, the Cellebrite shareholders may sell large amounts of Cellebrite Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Cellebrite Ordinary Shares or putting significant downward pressure on the price of the Cellebrite Ordinary Shares. Further, sales of Cellebrite Ordinary Shares upon expiration of the applicable lockup period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As such, short sales of Cellebrite Ordinary Shares could have a tendency to depress the price of the Cellebrite Ordinary Shares, which could increase the potential for short sales.

Additionally, through the Share Purchase Agreements, Cellebrite has agreed with the PIPE Investors to register the Cellebrite Ordinary Shares purchased by PIPE Investors pursuant to the Share Purchase Agreements on a resale registration statement following the Closing. These shares will be freely tradable without restriction or further

registration under the Securities Act, unless the shares are held by any of TWC’s “affiliates” (as such term is defined in Rule 144 under the Securities Act). As such, this additional liquidity in the market for Cellebrite Ordinary Shares may lead to downward pressure on the market price of the Cellebrite Ordinary Shares.

We cannot predict the size of future issuances of Cellebrite Ordinary Shares or the effect, if any, that future issuances and sales of Ordinary Shares will have on the market price of the Cellebrite Ordinary Shares. Sales of substantial amounts of Cellebrite Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing market prices of Cellebrite Ordinary Shares.

The twenty-four month investment period for TWC may create an incentive for the Sponsor to cause TWC to complete a business combination of a less favorable target company or on terms less favorable to TWC stockholders rather than to liquidate. The Sponsor may generate a positive return on its investment, even if Public Shareholders experience a negative rate of return after the consummation of the business combination.

If TWC is unable to complete its initial business combination within 24 months from the closing of its IPO (or 27 months from the closing of its IPO if TWC has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of its IPO), TWC is obligated to redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to certain conditions. As a special purpose acquisition company approaches the end of its investment period, its sponsors may have an incentive to cause it to enter into a business combination with a less attractive target company or on less favorable terms rather than to liquidate, which would typically cause the sponsor to experience the loss of its invested capital.

In July 2020, the Sponsor paid $25,000 to purchase 15,093,750 Founder Shares in connection with the TWC IPO; the Sponsor forfeited 93,750 Founder Shares in connection with the partial exercise of the underwriters’ over-allotment option, which left the Sponsor holding 15,000,000 Founder shares following the TWC IPO. Based on the Sponsor’s purchase price, the Founder Shares have an initial value of approximately $0.002 per share. The Sponsor has agreed to forfeit 1,500,000 Founder Shares pursuant to the Sponsor Support Agreement upon the closing of the transaction. After the automatic conversion of the Sponsor’s 15,000,000 Founder Shares upon closing, the Sponsor will hold 13,500,000 Cellebrite Ordinary Shares, which remain subject to vesting conditions based on Cellebrite’s post-closing stock price. Even if the trading price of the Cellebrite Ordinary Shares declines significantly, the value of the Cellebrite Ordinary Shares held by the Sponsor could be significantly greater than the amount the Sponsor’s original investment. As a result, if the vesting conditions are met, the Sponsor could generate a positive return on its investment upon disposition of its Cellebrite Ordinary Shares even if the trading price of the Cellebrite Ordinary Shares subsequently declines after the relevant vesting condition has been satisfied. Our Sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the Founder Shares as our Public Shares.

TWC has not obtained an opinion from an independent investment banking firm confirming that the merger consideration is fair to TWC stockholders from a financial point of view.

TWC is not required to obtain, and has not obtained, an opinion from an independent investment banking firm that the merger consideration it is paying to Cellebrite shareholders is fair to TWC stockholders from a financial point of view. The enterprise valuation ascribed to Cellebrite has been determined by the TWC Board based upon standards generally accepted by the financial community. TWC stockholders will be relying on the judgment of the TWC Board with respect to such matters.

We cannot assure you that the Cellebrite Ordinary Shares will be approved for listing on Nasdaq or that Cellebrite will be able to comply with the continued listing standards of Nasdaq.

In connection with the Closing, Cellebrite intends to list the Cellebrite Ordinary Shares on Nasdaq under the ticker symbol “CLBT.” Cellebrite’s continued eligibility for listing may depend on the number of Public Shares that are redeemed. If, after the Business Combination, Nasdaq delists the Cellebrite Ordinary Shares from trading on its exchange for failure to meet the listing standards and Cellebrite is not able to list such securities on another national securities exchange, Cellebrite expects such securities could be quoted on an over-the-counter market. If this were to occur, Cellebrite and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Cellebrite’s securities;

•        reduced liquidity for Cellebrite’s securities;

•        a determination that the Ordinary Shares of Cellebrite is a “penny stock,” which will require brokers trading the Cellebrite Ordinary Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Cellebrite Ordinary Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed and such termination could negatively impact TWC and Cellebrite.

Pursuant to the Business Combination Agreement, the Closing is subject to a number of conditions, including approval of the Business Combination Agreement by Cellebrite shareholders, approval of the proposals required to effect the Business Combination by TWC stockholders, receipt of certain regulatory approvals, effectiveness of the registration statement of which this proxy statement/prospectus forms a part, approval of the Public Shares to be cancelled and automatically converted into Cellebrite Ordinary Shares for listing on Nasdaq, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Business Combination Agreement) and the performance by both parties of their covenants and agreements (subject to the materiality standards set forth in the Business Combination Agreement). These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after any stockholder approvals, or TWC or Cellebrite may elect to terminate the Business Combination Agreement in certain other circumstances.

If the Business Combination is not completed for any reason, including as a result of Cellebrite shareholders declining to approve of the Business Combination Agreement and related proposals or TWC stockholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Cellebrite and TWC may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Cellebrite and TWC would be subject to a number of risks, including the following:

•        Cellebrite or TWC may experience negative reactions from the financial markets, and TWC may experience a negative reaction to its stock price (including to the extent that current market prices reflect a market assumption that the Business Combination will be completed);

•        Cellebrite may experience negative reactions from its customers, vendors, and employees;

•        Cellebrite and TWC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of Cellebrite’s and TWC’s businesses prior to the completion of the Business Combination, each of Cellebrite and TWC may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Covenants and Agreements.”

If the Business Combination Agreement is terminated and the Cellebrite Board seeks another merger or business combination, Cellebrite shareholders cannot be certain that Cellebrite will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration or that such other merger or business combination is completed. If the Business Combination Agreement is terminated and the TWC Board seeks another merger or business combination, TWC stockholders cannot be certain that TWC will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Termination; Effectiveness.”

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either TWC or Cellebrite may refuse to complete the Business Combination if certain types of changes or conditions that constitute a failure of a representation to be true and correct exert a material adverse effect upon the other party between the signing date of the Business Combination Agreement and the planned closing. However, other types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Cellebrite or TWC, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

•        changes in U.S. GAAP, or the authoritative interpretation of U.S. GAAP;

•        changes generally affecting the economy and the financial or securities markets generally in the United States, Israel, or anywhere else in the world;

•        the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters (including COVID-19 and any COVID-19 Measures);

•        changes (including changes in law) or general conditions in the industry in which the party operates;

•        any failure of Cellebrite to meet any projections, forecasts, or other forward-looking predictions of revenue, earnings, cash flow or cash position;

•        changes attributable to the public announcement or pendency of the transactions or the execution or performance of the Business Combination Agreement;

•        action or omission by the party to the extent such action or omission is expressly required or expressly permitted by the Business Combination Agreement; or

•        any matter set forth in the respective disclosure letter of each party.

Furthermore, TWC or Cellebrite may waive the occurrence of a failure of a representation to be true and correct that constitutes a material adverse effect affecting the other party. If a failure of a representation to be true and correct that constitutes a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of Cellebrite’s Ordinary Shares may suffer.

Third parties may terminate or alter existing contracts or relationships with TWC or Cellebrite.

TWC and Cellebrite have contracts with customers, distributors, affiliates, landlords, licensors and other business partners that may require TWC or Cellebrite, as applicable, to obtain approval from these other parties in connection with the Business Combination. If these approvals cannot be obtained, the counterparties to these contracts and other third parties with which TWC or Cellebrite currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Business Combination, or with Cellebrite following the Business Combination. The pursuit of such rights may result in TWC or Cellebrite suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit Cellebrite’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the closing of the Business Combination or the termination of the Business Combination Agreement.

TWC and Cellebrite will incur substantial transaction fees and costs in connection with the Business Combination and the integration of their businesses.

TWC and Cellebrite have incurred and expect to incur additional material non-recurring expenses in connection with the Business Combination and the completion of the transactions contemplated by the Business Combination Agreement and related transaction agreements. While both TWC and Cellebrite have assumed that a certain level of expenses would be incurred in connection with the Business Combination, there are many factors beyond their control that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses. Additional unanticipated costs may be incurred in the course of conducting the business of Cellebrite after the completion of the Business Combination.

TWC directors and officers may have interests in the Business Combination different from the interests of Public Stockholders.

Executive officers of TWC negotiated the terms of the Business Combination Agreement with their counterparts at Cellebrite, and the TWC Board determined that entering into the Business Combination Agreement is in the best interests of TWC and its stockholders, declared the Business Combination Agreement advisable and recommend that TWC stockholders approve the proposals required to effect the Business Combination. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that TWC executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Public Stockholders. The TWC Board thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination Agreement and in recommending to TWC stockholders that they vote to approve the adoption of the Business Combination Agreement. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Proposal — Interests of TWC’s Directors and Officers in the Business Combination.”

TWC and Cellebrite will be subject to business uncertainties while the Business Combination is pending.

Uncertainty about the closing or effect of the Business Combination may affect the relationship between TWC and Cellebrite and their respective suppliers, customers, distributors, licensors and licensees during the pendency of the Business Combination. Any such impact may have an adverse effect on TWC or Cellebrite, and consequently on Cellebrite following the Business Combination. These uncertainties may cause parties that deal with TWC or Cellebrite to seek to change existing business relationships with them and to delay or defer decisions concerning TWC or Cellebrite. Changes to existing business relationships, including termination or modification, could negatively affect each of TWC’s and Cellebrite’s revenue, earnings and cash flow, as well as the market price of the Public Shares. Adverse effects arising from the pendency of the Business Combination could be exacerbated by any delays in closing of the Business Combination or termination of the Business Combination Agreement. Additionally, the attention of TWC’s and Cellebrite’s management may be directed towards the completion of the Business Combination, including obtaining regulatory approvals and other transaction-related considerations, and may be diverted from the day-to-day business operations of TWC and Cellebrite, as applicable, and matters related to the Business Combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to TWC and Cellebrite, as applicable. Further, the Business Combination may give rise to potential liabilities, including as a result of future stockholder lawsuits relating to the Business Combination. Any of these matters could adversely affect the businesses, financial condition or results of operations of TWC and Cellebrite.

TWC and Cellebrite may be materially adversely affected by negative publicity related to the Business Combination and in connection with other matters.

From time to time, political and public sentiment in connection with the Business Combination and in connection with other matters could result in a significant amount of adverse press coverage and other adverse public statements affecting TWC and Cellebrite. Adverse press coverage and other negative publicity, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or ultimately in legal claims. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceeding, can divert the time and effort of senior management from the management of TWC’s and Cellebrite’s respective businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for

to the extent any claims by a third party (other than TWC’s independent registered public accounting firm) for services rendered or products sold to TWC, or by a prospective target business with which TWC has entered into a written letter of intent, confidentiality or similar agreement or Business Combination Agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case, net of the permitted withdrawals. This liability will not apply to claims by a third party that executed a waiver of any and all rights to seek access to the funds in the Trust Account and except as to any claims under TWC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, if an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. TWC has not independently verified whether the Sponsor, has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of TWC. TWC has not asked the Sponsor to reserve for such indemnification obligations.

Therefore, TWC cannot assure you that the Sponsor would be able to comply with those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for TWC’s initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, TWC may not be able to complete its initial business combination, and Public Stockholders would receive such lesser amount per Public Share in connection with any redemption of their Public Shares. None of TWC’s officers will indemnify TWC for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the TWC Board will not have the ability to adjourn the Special Meeting in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The TWC Board is seeking approval to adjourn the Special Meeting if at the Special Meeting there are insufficient votes to approve consummation of the Business Combination. If the Adjournment Proposal is not approved, the TWC Board will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have sufficient time to solicit votes to approve consummation of the Business Combination, which would not be completed. See the section of this proxy statement/prospectus titled “Proposal No. 3 — The Adjournment.”

As a “foreign private issuer” under applicable securities laws and regulations, Cellebrite is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States, and will follow certain home country governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

Cellebrite is, and will after the consummation of the Business Combination be, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act. Moreover, Cellebrite is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. issuers with securities registered under the Exchange Act. Cellebrite is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Cellebrite’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Cellebrite’s securities. Accordingly, after the Business Combination, if you continue to hold Cellebrite’s securities, you may receive less or different information about Cellebrite than you currently receive about TWC or that you would receive about a U.S. issuer.

In addition, as a “foreign private issuer” whose Cellebrite Ordinary Shares are intended to be listed on Nasdaq, Cellebrite is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A “foreign private issuer” must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply, followed by a description of its applicable home country practice. Cellebrite currently intends to follow the corporate governance requirements of Nasdaq. However, Cellebrite cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Cellebrite to follow its home country practice. Unlike the requirements of Nasdaq, there are currently no mandatory corporate governance requirements in Israel that would require Cellebrite to (i) have a majority of its board of directors be independent, (ii) establish a nominating/governance committee, or (iii) hold regular executive sessions where only independent directors may be present. Such Israeli home country practices may afford less protection to holders of Cellebrite Shares.

Cellebrite could lose its status as a “foreign private issuer” under applicable securities laws and regulations if more than 50% of Cellebrite’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of Cellebrite’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Cellebrite’s assets are located in the United States; or (iii) Cellebrite’s business is administered principally in the United States. If Cellebrite loses its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Cellebrite would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Cellebrite’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Cellebrite is an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, Cellebrite Ordinary Shares may be less attractive to investors.

Cellebrite is an “emerging growth company,” as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Cellebrite cannot predict if investors will find Cellebrite Ordinary Shares less attractive because it will rely on these exemptions, including delaying adoption of new or revised accounting standards until such time as those standards apply to private companies and reduced disclosure obligations regarding executive compensation. If some investors find Cellebrite Ordinary Shares less attractive as a result, there may be a less active trading market and its stock price may be more volatile. Cellebrite may take advantage of these reporting exemptions until it is no longer an “emerging growth company.” Cellebrite will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of Cellebrite Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last day of the second fiscal quarter of such fiscal year, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an IPO and may create risks for our unaffiliated investors.

An IPO involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an IPO. In any IPO, the initial value of a company is set by investors who indicate the price at which they are prepare to purchase shares from the underwriters. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company, the SPAC and, in many cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a target company in a SPAC business combination may be less effective than an IPO bookbuilding process and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, IPOs are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the IPO. There is no comparable process of generating investor demand in connection with business combination between a target company and a SPAC, which may result in lower demand for the surviving company’s shares after closing, which could in turn, decrease liquidity and trading prices as well as increase share price volatility.

Risks Related to the U.S. Federal Income Tax Treatment of the Merger

If the Business Combination does not qualify as a reorganization under Section 368(a) of the Code, is taxable under Section 367(a) of the Code, or is otherwise taxable to U.S. Holders of TWC common stock and/or TWC Warrants, then the Merger would be taxable with respect to such U.S. Holders.

There are significant factual and legal uncertainties as to whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, and therefore the tax treatment of the Merger is inherently uncertain. For example, under Section 368(a) of the Code, the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance directly on point as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with investment-type assets, such as TWC. Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that where a U.S. shareholder exchanges stock in a U.S. corporation for stock in a non-U.S. corporation in a transaction that would otherwise qualify as a reorganization within the meaning of Section 368(a) of the Code, the U.S. shareholder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met. There are significant factual and legal uncertainties concerning the determination of certain of these requirements. Moreover, the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify for the Intended Tax Treatment, and neither TWC nor Cellebrite intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger.

Accordingly, the tax treatment of the Merger is inherently uncertain and no assurance can be given that the IRS will not challenge the Intended Tax Treatment or that a court will not sustain a challenge by the IRS. Neither TWC nor Cellebrite nor any other party to the Merger Agreement makes any representations or provides any assurances regarding the tax treatment of the Merger, including whether the Merger qualifies as a reorganization, or any related transactions. Furthermore, because of the legal and factual uncertainties described above, it is unclear whether the Merger qualifies as a reorganization, and, as a result, no opinion of counsel has or will be provided regarding the qualification of the Merger as a reorganization.

If, at the Effective Time, any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of TWC common stock and/or TWC Warrants would recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the closing date of the Merger) of Cellebrite Ordinary Shares and/or Cellebrite Warrants received in the Merger, over such holder’s aggregate tax basis in the corresponding TWC common stock and/or TWC Warrants surrendered by such holder in the Merger.

If, at the Effective Time, any requirement for Section 367(a) of the Code is not satisfied, then a U.S. Holder of TWC common stock would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the Merger of Cellebrite Ordinary Shares received in the Merger, over such holder’s aggregate tax basis in the TWC common stock surrendered by such holder in the Merger.

The IRS may not agree that Cellebrite should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Although Cellebrite is incorporated and tax resident in Israel, the IRS may assert that it should be treated as a U.S. corporation (and therefore a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation (or U.S. tax resident) if it is organized in the United States, and a corporation is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not a U.S. corporation. Because Cellebrite is an entity incorporated and tax resident in Israel, it would generally be classified as a foreign corporation (or non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated and foreign tax resident entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

As more fully described in the section titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Cellebrite — Tax Residence of Cellebrite for U.S. Federal Income Tax Purposes,” based on the terms of the Merger and certain factual assumptions, Cellebrite is not intended to be treated as a U.S. corporation for U.S. federal income tax purposes under Code Section 7874 after the Merger. However, the application of Section 7874 of the Code is complex, is subject to detailed regulations (the application of which

is uncertain in various respects, could be impacted by changes in such U.S. Treasury regulations with possible retroactive effect), and is subject to certain factual uncertainties. Accordingly, potential application of Section 7874 is inherently uncertain and there can be no assurance that the IRS will not challenge the status of Cellebrite as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Code Section 7874 Cellebrite’s status as a foreign corporation for U.S. federal income tax purposes, Cellebrite and certain Cellebrite shareholders would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Cellebrite and future withholding taxes on certain Cellebrite shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. In particular, holders of Cellebrite Ordinary Shares and Cellebrite Warrants would be treated as holders of stock and warrants of a U.S. corporation.

See “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Cellebrite — Tax Residence of Cellebrite for U.S. Federal Income Tax Purposes” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Cellebrite should consult their own advisors regarding the application of Code Section 7874 to the Merger.

Code Section 7874 may limit the ability of TWC to use certain tax attributes following the Merger, increase Cellebrite’s U.S. affiliates’ U.S. taxable income or have other adverse consequences to Cellebrite and Cellebrite’s shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation and after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 60% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply.

If these rules apply to the Merger, Cellebrite and certain of Cellebrite’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Cellebrite include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%.

As more fully described in the section titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Cellebrite — Utilization of TWC’s Tax Attributes and Certain Other Adverse Tax Consequences to Cellebrite and Cellebrite’s Shareholders,” based on the terms of the Merger and certain factual assumptions, Cellebrite is not currently intended to be subject to these rules under Code Section 7874 after the Merger. The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge whether Cellebrite is subject to the above rules or that such a challenge would not be sustained by a court.

However, even if Cellebrite is not subject to the above adverse consequences under Section 7874, Cellebrite may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If Cellebrite were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations (as defined in “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Cellebrite — Tax Residence of

Cellebrite for U.S. Federal Income Tax Purposes”) would exclude certain shares of Cellebrite attributable to the Merger for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Code Section 7874 will apply to such subsequent acquisition.

See “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Cellebrite — Utilization of TWC’s Tax Attributes and Certain Other Adverse Tax Consequences to Cellebrite and Cellebrite’s Shareholders” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Cellebrite should consult their own advisors regarding the application of Code Section 7874 to the Merger.

Risks Related to the Israeli Tax Treatment of Cellebrite and the Merger

If we do not qualify for Israeli tax benefits, our effective tax rate on our business income and the Israeli withholding tax on distributions of dividends by us to our shareholders may be higher than expected.

Cellebrite believes that it is currently entitled to claim certain tax benefits in Israel, including reduced corporate tax rates, reduced withholding tax rates with respect to dividend distributions and higher depreciation rates. These tax benefits require us to satisfy each tax year certain conditions that included in the provisions of Israeli tax laws. There can be no assurances that we will qualify for such tax benefits in any given year. If we do not qualify for such tax benefits, the effective Israeli tax rate on our business income and the withholding tax rate with respect to dividend that we will distribute to our shareholders may be higher than we expect.

We may be subject to deferred Israeli corporate tax liability with respect to certain payments out of income that was previously exempt from Israeli corporate tax.

We have previously generated income from a Beneficiary Enterprise that was exempt from Israeli corporate tax. If we pay dividends out of previously-exempt income we will be subject to deferred Israeli corporate tax upon payment. In addition, payments pursuant to certain transactions in which we may participate may be considered a deemed distribution for this purpose, including certain payments made, whether directly or indirectly, to certain related parties or controlling shareholders (including entities controlled by such controlling shareholders), payments in liquidation and consideration paid to our shareholders in a buyback of shares.

We may be required to pay Israeli taxes, including by way of withholding from our shareholders, as a result of the transactions contemplated by the Business Combination Agreement, and if we do not receive the Transaction Tax Ruling exempting the Indemnified TWC Parties from certain taxes we may be required to indemnify the Indemnified TWC Parties for such Israeli withholding tax liability.

Pursuant to the Business Combination Agreement we have agreed to file and have filed an application to receive the Transaction Tax Ruling from the Israel Tax Authority, which shall seek to determine (i) that none of the Indemnified TWC Parties are subject to Israeli tax with respect to receipt of Cellebrite Ordinary Shares and/or Cellebrite Warrants and/or any cash amount from the Trust Account or with respect to the Per Share Cash Consideration, Per Share Equity Consideration, the Price Adjustment Shares or the Additional Dividend, (ii) the tax treatment of the issuance of the Price Adjustment Shares and the Additional Dividend for Israeli Tax purposes and (iii) that the Capital Restructuring is not subject to Israeli withholding Tax.

We may be required to pay Israeli taxes, including by way of withholding, regardless of whether the Transaction Tax Ruling is obtained or not. If the Transaction Tax Ruling shall not be obtained in a form and substance reasonably satisfactory to TWC, we may make an irrevocable written undertaking to fully indemnify and hold harmless (on a grossed up basis, to account for their related tax liability and for their Cellebrite holdings) the Indemnified TWC Parties from any Israeli tax actually incurred by such Indemnified TWC Parties which should have been exempted by the Transaction Tax Ruling and from any Israeli tax actually incurred by Cellebrite as a result of the Capital Restructuring, the Additional Dividend and Price Adjustment Shares (including from all costs and expenses, including reasonable attorney costs, associated with such tax, including in defending such matters).

Risks Relating to Redemptions of Public Shares

There is no guarantee that a Public Stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We cannot assure you as to the price at which a Public Stockholder may be able to sell the Cellebrite Ordinary Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in the price of Cellebrite Ordinary Shares, and may result in a lower value realized now than a Public Stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s Public Shares. Similarly, if a Public Stockholder does not redeem their shares, such stockholder will bear the risk of ownership of Cellebrite Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell their Cellebrite Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Stockholder should consult their own tax or financial advisor for assistance on how this may affect its individual situation.

If a Public Stockholder fails to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

TWC intends to comply with the U.S. federal proxy rules when conducting redemptions in connection with the Business Combination. However, despite TWC’s compliance with these rules, if a Public Stockholder fails to receive TWC’s proxy materials, such stockholder may not become aware of the opportunity to redeem its Public Shares. In addition, the proxy materials that TWC will furnish to Public Stockholders in connection with the Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a Public Stockholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their Redemption Rights, Public Stockholders are required to deliver their Public Shares, either physically or electronically using the Depository Trust Company’s DWAC System, to TWC’s transfer agent prior to the vote at the Special Meeting. If a Public Stockholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination with Cellebrite is consummated, TWC will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the Public Stockholder will no longer own such Public Shares following the Business Combination. See the section of this proxy statement/prospectus titled “Special Meeting of TWC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of Public Stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the Public Shares.

A Public Stockholder, together with any of their affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate their Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares. However, Public Shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in TWC if you sell such excess Public Shares in open market transactions. TWC cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share redemption price.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) TWC’s completion of the Business Combination, and then only in connection with those Public Shares that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Public

Shares if TWC is unable to complete a business combination by the Outside Date, subject to applicable law and as further described herein. In addition, if TWC plans to redeem its Public Shares because TWC is unable to complete a business combination by the Outside Date, for any reason, compliance with Delaware law may require that TWC submit a plan of dissolution to TWC’s then-existing stockholders for approval prior to the distribution of the proceeds held in TWC’s Trust Account. In that case, Public Stockholders may be forced to wait beyond the Outside Date, before they receive funds from the Trust Account. In no other circumstances will Public Stockholders have any right or interest of any kind in the Trust Account.

General Risk Factors

Joint ventures, partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects.

We expect to continue to enter into joint ventures, partnerships, and strategic alliances as part of our long-term business strategy. Joint ventures, partnerships, strategic alliances, and other similar arrangements involve significant investments of both time and resources, and there can be no assurances that they will be successful. They may present significant challenges and risks, including that they may not advance our business strategy, we may get an unsatisfactory return on our investment or lose some or all of our investment, they may distract management and divert resources from our core business, they may expose us to unexpected liabilities, or we may choose a partner that does not cooperate as we expect them to and that fails to meet its obligations or that has economic, business, or legal interests or goals that are inconsistent with ours. For example, we partner with various resellers who coordinate the provision of our solutions to the end customer. We believe this arrangement can offer strategic advantages, but it does increase our dependence on third parties to achieve our objectives.

Entry into certain joint ventures, partnerships, or strategic alliances now or in the future may be subject to government regulation, including review by U.S. or foreign government entities related to foreign direct investment. If a joint venture or similar arrangement were subject to regulatory review, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy.

As our joint ventures, partnerships, and strategic alliances come to an end or terminate, we may be unable to renew or replace them on comparable terms, or at all. Each of our agreements with resellers have terms of just one year, and so these agreements are frequently up for renewal or termination. When we enter into joint ventures, partnerships, and strategic alliances, our partners may be required to undertake some portion of sales, marketing, implementation solutions, engineering solutions, or software configuration that we would otherwise provide. In such cases, our partner may be less successful than we would have otherwise been absent the arrangement. In the event we enter into an arrangement with a particular partner, we may be less likely (or unable) to work with one or more direct competitors of our partner with which we would have worked absent the arrangement. We may have interests that are different from our joint venture partners and/or which may affect our ability to successfully collaborate with a given partner. Similarly, one or more of our partners in a joint venture, platform partnership, or strategic alliance may independently suffer a bankruptcy or other economic hardship that negatively affects its ability to continue as a going concern or successfully perform on its obligation under the arrangement. In addition, customer satisfaction with our solutions provided in connection with these arrangements may be less favorable than anticipated, negatively impacting anticipated revenue growth and results of operations of arrangements in question. Further, some of our strategic partners offer competing solutions or work with our competitors. As a result of these and other factors, many of the companies with which we have joint ventures, partnerships, or strategic alliances may choose to pursue alternative technologies and develop alternative solutions in addition to or in lieu of our platform, either on their own or in collaboration with others, including our competitors. If we are unsuccessful in establishing or maintaining our relationships with these partners, our ability to compete in a given marketplace or to grow our revenue would be impaired, and our results of operations may suffer. Even if we are successful in establishing and maintaining these relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our platform or increased revenue.

Further, winding down joint ventures, partnerships, or other strategic alliances can result in additional costs, litigation, and negative publicity. Any of these events could adversely affect our business, financial condition, results of operations, and growth prospects.

We may acquire or invest in companies and technologies, which may divert our management’s attention, and result in additional dilution to our shareholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments.

As part of our business strategy, we have engaged in strategic transactions in the past and expect to evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, products, services and other assets in the future. For example, in 2020 we acquired BlackBag Technologies Inc., a United States-based seller of computer forensic acquisition and analysis solutions. While this acquisition has thus far gone smoothly, this acquisition or any future acquisition, investment or business relationship may result in unforeseen risks, operating difficulties and expenditures, including the following:

•        An acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

•        Potential goodwill impairment charges related to acquisitions;

•        Costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business;

•        We may encounter difficulties or unforeseen expenditures assimilating or integrating the businesses, technologies, infrastructure, solutions, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise;

•        We may not realize the expected benefits of the acquisition;

•        An acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management;

•        An acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;

•        The potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships;

•        The potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities;

•        Exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers, or other third parties, which may differ from or be more significant than the risks our business faces;

•        We may encounter difficulties in, or may be unable to, successfully sell any acquired solutions;

•        An acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

•        An acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations;

•        Our use of cash to pay for an acquisition would limit other potential uses for our cash;

•        If we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and

•        To the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing shareholders may be diluted and earnings per share may decrease.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, and financial condition. Moreover, we cannot assure you that we would not be exposed to unknown liabilities.

Our international operations expose us to business, political and economic risks that could cause our operating results to suffer.

We intend to continue to make efforts to increase our international operations and anticipate that international sales will continue to account for a significant portion of our revenue. These international operations are subject to certain risks and costs, including the difficulty and expense of administering business and compliance abroad, differences in business practices, compliance with domestic and foreign laws (including without limitation domestic and international import and export laws and regulations and the Foreign Corrupt Practices Act, including potential violations by acts of agents or other intermediaries), costs related to localizing solutions for foreign markets, costs related to translating and distributing software solutions in a timely manner, costs related to increased financial accounting and reporting burdens and complexities, longer sales and collection cycles for accounts receivables, failure of laws or courts to protect our intellectual property rights adequately, local competition, and economic or political instability and uncertainties, including inflation, recession, interest rate fluctuations and actual or anticipated military or geopolitical conflicts. In addition, regulatory limitations regarding the repatriation of earnings may adversely affect the transfer of cash earned from foreign operations. Significant international sales may also expose us to greater risk from political and economic instability, unexpected changes in Israeli, U.S. or other governmental policies concerning import and export of goods and technology, regulatory requirements, tariffs and other trade barriers. Additionally, international earnings may be subject to taxation by more than one jurisdiction, which may materially adversely affect our effective tax rate. Also, international expansion may be difficult, time consuming, and costly. These risks and their potential impacts may be exacerbated by the ongoing COVID-19 pandemic. See “— Risks Related to Our Business and Industry — The global COVID-19 pandemic could negatively impact our business, installations, trainings, and general operations.” As a result, if revenue from international operations do not offset the expenses of establishing and maintaining foreign operations, our business, operating results and financial condition will suffer.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

We have acquired and may acquire other companies and intangible assets, and we may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles. We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually. If such goodwill is deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. Events which might indicate impairment include, but are not limited to, declines in stock price market capitalization or cash flows, adverse cost factors, deteriorating financial performance, strategic decisions made in response to economic, market and competitive conditions, the impact of the economic environment on us and our customer base, and/or relevant events such as changes in management, key personnel, litigation or customers.

We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.

Our provision for income taxes and effective income tax rate may vary significantly and may adversely affect our results of operations and cash resources.

Significant judgment is required in determining our provision for income taxes. Various internal and external factors may have favorable or unfavorable effects on our future provision for income taxes, income taxes receivable, and our effective income tax rate. These factors include, but are not limited to, changes in tax laws, regulations and/or rates, results of audits by tax authorities, changing interpretations of existing tax laws or regulations, changes in estimates of prior years’ items, the impact of transactions we complete, future levels of research and development

meeting by virtual attendance or by proxy on one or more of the proposals in this proxy statement/prospectus will count as present for the purposes of establishing a quorum. Broker Non-Votes will not count as present for the purposes of establishing a quorum. As of the TWC Record Date, the presence by virtual attendance or by proxy of 37,500,000 shares of TWC common stock (22,500,000, representing 37.5% of the TWC Class A Common Stock, in addition to the TWC Class B Common Stock) is required to achieve a quorum for the Merger Proposal and the Adjournment Proposal (if necessary). As of the TWC Record Date, the presence by virtual attendance or by proxy of 7,500,001 shares of TWC Class B Common Stock and 30,000,001 shares of TWC common stock is required to achieve a quorum for the Amended Articles Proposal. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Approval of each of the Merger Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of the majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon. The approval of the Amended Articles Proposal requires the affirmative vote of (i) the holders of a majority of the TWC Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock, voting together as a single class.

The TWC Board has already approved each of the proposals. The approval of the Merger Proposal is a condition to the consummation of the Business Combination. If the Merger Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to TWC stockholders for a vote. If TWC does not consummate the Business Combination and fails to complete an initial business combination by the Outside Date, TWC will be required to: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial business combination, including interest (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay for the TWC’s taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the TWC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Abstentions & Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to TWC stockholders at the Special Meeting will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions to your bank, broker or other nominee, it may deliver a proxy card expressly indicating a Broker Non-Vote and will not count as present for the purposes of establishing a quorum.

Broker Non-Votes and a failure to return your proxy card or to vote online during the Special Meeting will have the same effect as a vote “AGAINST” the Amended Articles Proposal but will have no effect on the Merger Proposal and the Adjournment Proposal (if necessary).

A vote to “ABSTAIN” from voting your shares represented at the meeting by virtual attendance or by proxy will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal (if necessary), as applicable. Votes to “ABSTAIN” will count as present for the purposes of establishing a quorum.

Voting Your Shares

Each share of TWC common stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy card or cards show the number of shares of TWC common stock that you own. There are several ways to vote your shares of TWC common stock:

•        You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of TWC common stock will be voted as recommended by the TWC Board.

•        You can virtually attend the Special Meeting and vote online during the meeting even if you have previously voted by submitting a proxy as described above. You will be provided a ballot virtually when you sign into the meeting. However, if your shares of TWC common stock are held in the name of your broker, bank or other nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of TWC common stock.

After careful consideration, the TWC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Merger Proposal, “FOR” the Amended Articles Proposal and “FOR” the Adjournment Proposal (if necessary).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at such meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify American Stock Transfer & Trust Company, LLC by email at SPACSUPPORT@astfinancial.com, before the Special Meeting that you have revoked your proxy; or

•        you may virtually attend the Special Meeting, revoke your proxy and vote online during the meeting, as indicated above.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Merger Proposal, the Amended Articles Proposal and the Adjournment Proposal. Under the existing TWC Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of TWC common stock, you may call Morrow Sodali LLC, TWC’s proxy solicitor, at (800) 662-5200. Banks and brokerage firms may call collect at: (203) 658-9400.

Redemption Rights

Pursuant to the Existing TWC Charter, a holder of Public Shares may demand that TWC redeem such shares for cash if the Merger is consummated. Public Stockholders will be entitled to receive cash for these shares only if they no later than 5:00 p.m. (New York City time) on August 27, 2021 (two (2) business days prior to the date of the Special Meeting):

(i)     submit a written request to TWC’s transfer agent that TWC redeem their Public Shares for cash;

(ii)    certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

(iii)   deliver such Public Shares to TWC’s transfer agent (physically or electronically).

If the Business Combination is not consummated, such Public Shares will not be redeemed before the Outside Date.

If the Business Combination is consummated and a Public Stockholder properly demands redemption of its Public Shares, TWC will redeem each such Public Share for a full pro rata portion of the Trust Account holding the proceeds from the IPO, calculated as of two (2) business days prior to the consummation of the Business Combination. A Public Stockholder may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. Holders of TWC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders of TWC Units may instruct their broker to do so, or if a holder holds TWC Units registered in its own name, the holder must contact TWC’s transfer agent directly and instruct them to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal.

If you do not properly comply with the procedures and requirements to redeem your Public Shares described above, your Public Shares will not be redeemed. Any demand for redemption, once made, may be withdrawn at any time until the date of the Special Meeting. If you delivered your shares for redemption to TWC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that TWC’s transfer agent return the shares (physically or electronically).

Each redemption of Public Shares will decrease the amount of cash on deposit in the Trust Account. Moreover, the Existing TWC Charter, which prohibits TWC from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in TWC’s failure to have net tangible assets (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5 million. Accordingly, if the aggregate redemption price for Public Shares submitted for redemption would exceed the amount set forth in the maximum redemption scenario set forth herein, TWC may need to obtain an additional equity contribution or reduce the per share redemption price to ensure that TWC complies with the foregoing limitation under the Existing TWC Charter.

Prior to exercising redemption rights, Public Stockholders should verify the market price of TWC common stock as they may receive higher proceeds from the sale of TWC common stock in the public market than from exercising their redemption rights. We cannot assure you that you will be able to sell your shares of TWC common stock in the open market, even if the market price per share is higher than the redemption price, as there may not be sufficient liquidity in TWC common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of TWC common stock will cease to be outstanding immediately prior to the Merger and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Cellebrite following the Merger, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Merger is not approved and TWC does not consummate an initial business combination by the Outside Date, TWC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Stockholders and the TWC Warrants will expire worthless.

Appraisal Rights

TWC stockholders who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to TWC within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights of TWC Stockholders” attached to this proxy statement/prospectus as Annex D and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex C.

PROPOSAL NO. 1 — THE MERGER PROPOSAL

Overview

TWC stockholders are being asked to approve the Business Combination described in this proxy statement/prospectus, including (i) adopting the Business Combination Agreement and (ii) approving the transactions described in this proxy statement/prospectus. The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement in the form attached to this proxy statement/prospectus as Annex A.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Agreement” for additional information and a summary of certain terms of the Business Combination Agreement.

We may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the votes cast by holders of our outstanding shares of TWC common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting.

Background of the Proposed Business Combination

The terms of the proposed Business Combination are the result of an extensive search for a potential transaction by TWC and Cellebrite, and negotiations between representatives of TWC and Cellebrite. The following is a brief description of the background of these negotiations and the resulting proposed Business Combination.

TWC is a blank check company incorporated as a Delaware corporation on July 20, 2020 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, without limitation as to business, industry or sector.

On September 15, 2020, TWC consummated its IPO of 60,000,000 TWC Units, including 7,500,000 TWC Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each TWC Unit consists of one share of TWC Class A Common Stock, and one-third of one Public Warrant, each whole Public Warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share. The TWC Units were sold at an offering price of $10.00 per TWC Unit, generating gross proceeds of $600,000,000. As a result of the underwriters’ partial exercise of the over-allotment option, the TWC’s sponsor, TWC Tech Holdings II, LLC (the “sponsor”), forfeited 93,750 shares of TWC Class B Common Stock. Simultaneously with the consummation of the IPO and the sale of the TWC Units, TWC consummated the private placement (the “Private Placement”) of an aggregate of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $14,500,000.

A total of $600,000,000 of the net proceeds from our initial public offering (including the partial over-allotment) and the Private Placement were deposited in a trust account established for the benefit of the TWC stockholders.

The TWC Units began trading on September 11, 2020 on Nasdaq under the ticker symbol “TWCTU.” Commencing on November 2, 2020, the securities comprising the TWC Units began separate trading. The TWC Units, Public Shares and Public Warrants are trading on Nasdaq under the ticker symbols “TWCTU,” “TWCT” and “TWCTW,” respectively.

TWC’s sponsor, directors and officers agreed that TWC must complete its initial business combination by September 15, 2022, which was 24 months from the closing of the TWC IPO. TWC agreed that in the event that the Business Combination Agreement is terminated, it will cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares with the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to TWC to pay its franchise and income taxes (net of an amount of up to $500,000 of interest released to TWC for working capital purposes and $100,000 of interest to pay dissolution expenses).

Except for the withdrawal of interest to pay franchise and income taxes and up to $500,000 to fund working capital requirements, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of the completion of the initial business combination or the redemption of 100% of the Public Shares if TWC is unable to complete the initial business combination by September 15, 2022 or such later date that may be approved by TWC stockholders.

Following the TWC IPO, TWC’s management team commenced a comprehensive search for a target business. In connection with this search process, representatives of TWC and the sponsor contacted and were contacted by a significant number of individuals and entities with respect to business combination opportunities. In evaluating potential business combination opportunities, TWC generally looked for potential business combination targets that (i) have an existing strong management team, (ii) have a competitive advantage, (iii) have significant streams of recurring revenue, (iv) have a significant total addressable market and growth expansion opportunities, (v) have attractive valuations and (vi) possess significant upside potential with limited downside risk. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular potential business combination may be and were based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem and may have deemed relevant.

During the course of this search process which led to identifying Cellebrite as an attractive business combination opportunity, TWC reviewed and considered more than three hundred companies, most of which were contemplating an initial public offering or merging with a “special purpose acquisition company” such as TWC. Several of these companies, which TWC perceived to have attractive growth profiles, were targeted by TWC on an unsolicited basis and were asked by the management of TWC whether they would be interested in exploring a merger with a “special purpose acquisition company.” Of these companies, TWC evaluated more than thirty-five target companies in detail and chose these companies based on their historical financial performance and, in some cases, projected revenues. TWC entered into non-disclosure agreements in connection with more than fifteen of these acquisition opportunities (including Cellebrite) so that TWC could obtain additional preliminary diligence information to evaluate the companies as business combination targets, the terms of which did not restrict TWC from evaluating other business combination opportunities, and submitted illustrative non-binding summary terms in connection with eight of these acquisition opportunities (including Cellebrite), the terms of which did not restrict TWC from evaluating other business combination opportunities. Representatives of TWC and the sponsor engaged in due diligence of potential targets by reviewing financial, commercial, legal, and other diligence materials and engaged in discussions with management and other individuals involved with these businesses. TWC’s due diligence review of these potential targets included, but was not limited to, primary research and analysis by Representatives of TWC and the sponsor, as well as the utilization of certain third-party diligence vendors, such as expert networks. As TWC investigated and evaluated acquisition opportunities, TWC management and investment professionals and the sponsor regularly discussed these opportunities and the strategic benefits and risks of potential acquisitions with members of the TWC board, and the TWC board considered the other opportunities that had been explored in its evaluation of the acquisition of Cellebrite and the determination that proceeding with the transaction with Cellebrite was in the best interest of TWC stockholders.

In connection with evaluating such opportunities, representatives of TWC telephonically met and conducted preliminary discussions with representatives of seven potential target opportunities, not including Cellebrite.

The first of these potential target companies was a provider of consumer lending solutions whose financial advisor contacted TWC to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and conducted an in-depth diligence review, and TWC submitted an indication of interest. Following negotiations, TWC did not agree with the valuation range sought by the potential target company, and the potential target company determined to pursue a transaction with another party. These discussions occurred from September 1, 2020 through September 24, 2020.

The second of these potential target companies was a provider of enablement tools for the mobile gaming industry who TWC contacted to discuss a potential transaction. TWC subsequently conducted a series of discussions with representatives of the potential target company over the course of several months and submitted an indication of interest. Ultimately, the potential target company determined it would instead pursue an alternate path to the public markets. These discussions occurred from September 1, 2020 through February 6, 2021.

The third of these potential target companies was an e-commerce enablement platform for retailers and consumer brands whose financial advisor contacted TWC to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and conducted an in-depth diligence review, and TWC submitted an indication of interest. Following several discussions, the potential target company determined it would prefer to pursue an alternate path to the public markets. These discussions and reviews occurred from October 3, 2020 through October 30, 2020.

The fourth of these potential target companies was a provider of machine learning software who TWC contacted to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and submitted an indication of interest. Following several discussions, the potential target company determined it would prefer to pursue an alternate path to the public markets. These discussions occurred from October 1, 2020 through October 8, 2020.

The fifth of these potential target companies was a provider of public sector software whose financial advisor contacted TWC to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and conducted an in-depth diligence review, and TWC submitted an indication of interest. Following negotiations, TWC did not agree with the valuation range sought by the potential target company, and the potential target company determined to pursue a transaction with another party instead. These discussions and reviews occurred from November 10, 2020 through December 18, 2020.

The sixth of these potential target companies was a consumer lending platform whose financial advisor contacted TWC to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and conducted an in-depth diligence review, and TWC submitted an indication of interest. Following negotiations, TWC did not agree with the valuation range sought by the potential target company, and the potential target company determined to pursue a transaction with another party. These discussions and review occurred from September 30, 2020 through October 5, 2020.

The seventh of these potential target companies was a provider of supply chain and commerce software applications who TWC contacted to discuss a potential transaction. TWC subsequently had discussions with representatives of the potential target company and conducted an in-depth diligence review, and TWC submitted an indication of interest. Following negotiations, TWC did not agree with the valuation range sought by the potential target company, and the potential target company decided to pursue a transaction with another party. These discussions and reviews occurred from September 24, 2020 through October 18, 2020.

During the course of this search process, representatives of TWC regularly updated members of the TWC Board on the status of its search processes. Certain TWC Board members were regular participants in the ongoing meetings and discussions with representatives of several potential target opportunities.

On December 14, 2020, representatives of J.P. Morgan Securities LLC’s (“J.P. Morgan”) financial advisory group emailed John Gray and William Heldfond, both Vice Presidents at True Wind Capital, to introduce the transaction opportunity with Cellebrite on an anonymous basis.

On January 5, 2021, TWC executed a non-disclosure agreement with Cellebrite (which did not contain any exclusivity provisions) and commenced its due diligence review of the documents and information provided by Cellebrite.

On January 13, 2021, TWC attended a management presentation and due diligence session via videoconference with Cellebrite’s management team. Adam Clammer, Chief Executive Officer of TWC, Mr. Gray, Mr. Heldfond, and others attended on behalf of TWC and Yossi Carmil, Chief Executive Officer of Cellebrite, and Dana Gerner, Chief Financial Officer of Cellebrite, and others attended on behalf of Cellebrite.

On January 20, 2021, TWC shared a letter of intent and term sheet with respect to a proposed business combination between TWC and Cellebrite (the “LOI”). The LOI reflected an enterprise value for Cellebrite of approximately $2.034 billion and proposed a combination of stock and cash as consideration, including a PIPE investment of $200 million. The enterprise valuation of Cellebrite that was proposed by TWC reflected TWC’s assessment of an attractive value for Cellebrite, taking into account its historic performance, expected future performance, and the favorable positioning of Cellebrite within its market. The proposal also provided, among other

terms, that Cellebrite shareholders would be entitled to receive a price adjustment (the “Price Adjustment”) of up to an additional 8.33 million Cellebrite Ordinary Shares based on Cellebrite following the Merger achieving a share price target of $12.00, that 50% of the Founder Shares would vest based on Cellebrite achieving a share price target of $12.00, and that the board size and composition of Cellebrite following the Merger would be collaboratively structured with Cellebrite. TWC proposed the Price Adjustment as a way to compensate Cellebrite shareholders in the event the proposed valuation was too low, such that the stock price of Cellebrite following the Merger would significantly increase upon the completion of the proposed business combination, and to increase the amount of consideration payable to Cellebrite shareholders based on the long-term success of Cellebrite following the Merger. TWC’s goal was to create alignment among Cellebrite shareholders, TWC stockholders, and the sponsor.

On January 21, 2021, representatives of TWC, including Messrs. Clammer, Van Buren, Gray, Heldfond and others, representatives of J.P. Morgan’s financial advisory group, and representatives of Cellebrite, including Mr. Carmil, Ms. Gerner, and others, held a videoconference to review and discuss TWC’s January 20th proposal and the mechanics of a potential transaction. The session included a discussion of Cellebrite’s business, market conditions and certain financial and business due diligence requests for information.

On January 27, 2021, representatives of TWC, including Messrs. Clammer, Van Buren, Gray, Heldfond and others, and representatives of Cellebrite, including Mr. Carmil, Ms. Gerner, and others, held a videoconference at which representatives of J.P. Morgan’s financial advisory group were present, to further review and discuss TWC’s January 20th proposal and also discuss the most relevant comparable public companies for Cellebrite.

On February 1 and February 2, 2021, Messrs. Van Buren and Gray and representatives of J.P. Morgan’s financial advisory group held a conference call to discuss feedback to TWC’s January 20th proposal. On the call, representatives from J.P. Morgan’s financial advisory group expressed that TWC’s bid did not propose a sufficiently high enough enterprise value to be acceptable to Cellebrite and that TWC should therefore raise its valuation. The participants then discussed various methods for raising the amount of total cash and share consideration to be received by Cellebrite shareholders, if the proposed valuation was too low, namely additional earn-out shares.

On February 2, 2021, representatives of TWC, including Messrs. Clammer, Van Buren, Gray, Heldfond and others, representatives of J.P. Morgan’s financial advisory group, and representatives of Cellebrite, including Mr. Carmil, Ms. Gerner, and others, held a videoconference where the parties discussed Cellebrite’s competitive positioning, technical capabilities, product differentiation, and go-to-market approach.

On February 5, 2021, TWC shared an updated LOI with Cellebrite. The LOI reflected an increased enterprise value for Cellebrite of $2.075 billion; the updated LOI also proposed a combination of shares and cash to be received by Cellebrite shareholders and a PIPE investment of $325 million. The proposal also provided, among other terms, that Cellebrite shareholders would be entitled to receive an increased Price Adjustment of 12.5 million shares based on Cellebrite following the Merger achieving a share price target of $12.00 and that 50% of the Founder Shares would vest based on Cellebrite following the Merger achieving a share price target of $12.00.

On February 7, 2021, TWC received a counteroffer that implied an enterprise value for Cellebrite of $2.2 billion and proposed a combination of shares and cash to be received by Cellebrite shareholders and a PIPE investment of $300 million. The proposal also provided, among other terms, that Cellebrite shareholders would be entitled to receive a Price Adjustment of 15 million Cellebrite Ordinary Shares based on Cellebrite following the Merger achieving certain share price targets, with one-third of such Cellebrite Ordinary Shares vesting at $15.00 per share, one-third of such Cellebrite Ordinary Shares vesting at $17.50 per share, and one-third of such Cellebrite Ordinary Shares vesting at $20.00 per share, and that all Founder Shares would be subject to vesting criteria and vest based on Cellebrite following the Merger achieving certain share price targets, with 40% of such Founder Shares vesting at $12.00 per share, 20% of such Founder Shares vesting at $15.00 per share, 20% of such Founder Shares vesting at $17.50 per share, and 20% of such Founder Shares vesting at $20.00 per share.

On February 7, 2021, representatives of TWC, including Messrs. Clammer, Van Buren, Gray, and others and representatives of J.P. Morgan’s financial advisory group held videoconference to discuss the terms of the counteroffer.

On February 9, 2021, TWC shared a revised LOI with Cellebrite following the February 7th counteroffer. The revised LOI reflected an enterprise value for Cellebrite of $2.125 billion and proposed a combination of shares and cash to be received by Cellebrite shareholders, including a PIPE investment of up to $300 million. The revised LOI provided, among other terms, that Cellebrite stockholders would be entitled to receive a Price Adjustment

of 15.0 million Cellebrite Ordinary Shares based on Cellebrite following the Merger achieving certain share price targets, with 5.0 million of such Cellebrite Ordinary Shares vesting at $12.50 per share, 5.0 million of such Cellebrite Ordinary Shares vesting at $15.00 per share, and 5.0 million of such Cellebrite Ordinary Shares vesting at $17.50 per share, and that a total of 50% of the Founder shares would be subject to vesting criteria, with 25% of the Founder Shares vesting at $12.50 per share and 25% of the Founder Shares vesting at $15.00 per share.

Over the next two days, representatives of Cellebrite, including White & Case LLP (“White & Case”), Cellebrite’s outside counsel, and TWC, including Simpson Thacher & Bartlett LLP (“Simpson Thacher”), TWC’s outside counsel, finalized the LOI based on an enterprise value of $2.125 billion. The LOI provided, among other terms, (1) that 50% of the Founder Shares would be subject to vesting criteria, with 25% of the Founder Shares vesting at $12.50 per share and 25% of the Founder Shares vesting at $15.00 per share; (2) that Cellebrite shareholders would be entitled to receive a Price Adjustment of 15.0 million Cellebrite Ordinary Shares based on the Cellebrite following the Merger achieving certain share price targets, with 5.0 million of such Cellebrite Ordinary Shares vesting at $12.50 per share, 5.0 million of such Cellebrite Ordinary Shares vesting at $15.00 per share, and 5.0 million of such Cellebrite Ordinary Shares vesting at $17.50 per share; (3) that the board of directors will be comprised of nine directors where the sponsor will have the right at Closing to nominate two directors reasonably acceptable to Cellebrite, with a qualified right to replace any such director in the case of vacancy tied to certain criteria based on the sponsor continuing to own a certain proportion of the Cellebrite Ordinary Shares issued to the sponsor at Closing; (4) that a specified amount of unvested equity awards would be excluded from the calculation of enterprise value; and (5) that the total cash available to TWC at the Closing, inclusive of the PIPE investment and after giving effect to redemptions elected by TWC stockholders and TWC’s transaction expenses, would be no less than $565 million (the “Minimum Cash Amount”).

On February 10, 2021, Cellebrite and TWC finalized and executed, the LOI, which contained binding exclusivity obligations.

During the course of these negotiations, representatives of TWC regularly updated TWC board members on the status and terms of these negotiations, certain of whom were regular participants in the ongoing negotiations.

On February 12, 2021, Mr. Gray provided an update on the terms of the LOI to the TWC Board and provided an overview of Cellebrite’s business.

During the period from February 18, 2021 through March 3, 2021, representatives of TWC continued their due diligence review of Cellebrite, including conducting numerous calls with Cellebrite customers as well as speaking with various advisors and market experts.

On February 18, 2021, representatives from TWC, including Mr. Heldfond and others, and representatives from Cellebrite conducted a diligence session to discuss the Company’s total addressable market and various analyses that Cellebrite and its advisors had produced on Cellebrite’s market.

On February 24, 2021, representatives from TWC, including Messrs. Clammer, Van Buren, Heldfond and others and representatives from Cellebrite, including Mr. Carmil, members of the Company’s research and development team, and others held an in-depth videoconference due diligence session where participants discussed the functionality of Cellebrite’s solutions, the advanced technical capabilities of the Company’s products, and the structured research and development process that the Company employs.

On February 25, 2021 and February 26, 2021 representatives from Cellebrite, including Mr. Carmil and Ms. Gerner, conducted a management presentation as well as legal and financial due diligence sessions with representatives from J.P. Morgan’s financial advisory group as well as representatives from BofA Securities and J.P. Morgan’s equity capital markets group, each of which TWC intended to engage as placement agents on the PIPE in preparation for meetings with potential investors. Representatives of TWC were granted access to members of Cellebrite’s management and additional documents and information regarding Cellebrite to support their continued due diligence review of Cellebrite’s business.

On March 1, 2021, representatives from TWC, including Messrs. Clammer, Van Buren and Heldfond, Simpson Thacher and Herzog, Fox and Neeman (“Herzog”), Israeli counsel to TWC, and representatives from Cellebrite, including Mr. Carmil and Ms. Gerner, conducted a videoconference diligence session to discuss the Company’s customer base, including a discussion of the Company’s compliance policies with regards to certain geographies and customer types, including sanctioned countries and persons.

On March 1, 2021, TWC entered into an engagement letter with BofA Securities and J.P. Morgan engaging them to act as its placement agents in connection with the PIPE Investments. Each of BofA Securities and J.P. Morgan will receive customary placement agent fees at the closing of the transaction.

During the period from March 3, 2021 through March 26, 2021, TWC and Cellebrite held discussions with various potential PIPE investors regarding participation and due diligence related matters. Representatives of TWC also continued their due diligence review of Cellebrite during this period.

On March 3, 2021, the TWC Board met via videoconference to discuss the status of a proposed business combination with Cellebrite. Mr. Clammer updated the TWC Board on the status of discussions with Cellebrite and informed the Board that investor outreach had commenced with respect to the equity capital raise required in connection with the proposed business combination, and Messrs. Van Buren and Heldfond referred the TWC Board to the investor presentation previously distributed to the TWC Board and provided a summary of the financial performance, financial projection and comparable company information (including valuation benchmarking) and other considerations in connection with the potential business combination set forth in such investor presentation.

During the period from March 4, 2021 through April 5, 2021, TWC and Cellebrite, with the assistance of their respective counsels and advisors, negotiated the terms of the Share Purchase Agreement.

On March 18, 2021, Simpson Thacher delivered a draft of the proposed Business Combination Agreement to White & Case and Meitar Law Offices (“Meitar”), Israeli counsel to Cellebrite.

Also on March 18, 2021, the TWC Board met via videoconference to discuss the status of the proposed business combination with Cellebrite. Mr. Van Buren presented discussed various updates including the road shows, potential PIPE investors and anchor investors, market valuation, due diligence progress and pro forma information.

Also on March 18, 2021, representatives of Cellebrite and Meitar held a legal due diligence videoconference with representatives of TWC, Simpson Thacher and Herzog.

Also on March 18, 2021, TWC and Cellebrite entered into a letter agreement to extend the exclusivity period under the LOI to 11:59 p.m. San Francisco time on April 7, 2021.

On March 19, 2021, representatives from TWC, including Messrs. Clammer, Van Buren, Heldfond, and others and representatives of BofA Securities and J.P. Morgan’s equity capital markets group, in their capacities as private placement agents for the PIPE, held a videoconference to discuss recent public markets conditions and the progress of PIPE investor meetings. The placement agents communicated that although Cellebrite had generated interest among investors and, based upon investor feedback, the proposed enterprise value of the transaction was too high to generate enough investor demand to fill the PIPE. The placement agents informed Cellebrite that investor feedback indicated that a lower enterprise value would increase the likelihood of a successful transaction.

On March 21, 2021, Mr. Clammer and Mr. Van Buren of TWC held a call with Mr. Carmil of Cellebrite to communicate that the investor feedback BofA Securities and J.P. Morgan’s equity capital markets group had provided on March 19 regarding a revised valuation. Mr. Clammer and Mr. Van Buren then also recommended that, in order to ensure successful execution of the transaction, the parties agree to reduce the enterprise value of the deal by approximately 20%. Mr. Carmil communicated his openness to TWC’s recommendation and investor feedback and reiterated his desire to see a successful outcome for the transaction.

On March 24, 2021, Cellebrite and TWC reached an agreement in principle on the terms of a revised deal, the terms were communicated by each side to their respective counsel, White & Case and Simpson Thacher, to begin reflecting in the business combination agreement. The proposed Business Combination transaction was based on a revised enterprise value of approximately $1.7 billion. The parties agreed to move forward based on the understanding, among other terms, (1) that 1.5 million Founder Shares would be forfeited and a total of 7.5 million of the Founder Shares would be subject to vesting criteria, with 3.0 million of the Founder Shares vesting at $12.50 per share, 3.0 million of the Founder Shares vesting at $15.00 per share, and 1.5 million of the Founder Shares vesting at $30.00 per share; (2) that Cellebrite stockholders would be entitled to receive a Price Adjustment of 15.0 million Cellebrite Ordinary Shares based on Cellebrite following the Merger achieving certain share price targets, with 5.0 million of such Cellebrite Ordinary Shares vesting at $12.50 per share, 5.0 million of such Cellebrite Ordinary Shares vesting at $15.00 per share, and 5.0 million of such Cellebrite Ordinary Shares vesting at $17.50 per share; (3) that the board of directors would be comprised of nine directors and the sponsor would have

the right at Closing to nominate two directors reasonably acceptable to Cellebrite with a qualified right to replace any such director in the case of vacancy tied to certain criteria based on the sponsor continuing to own a certain proportion of the Cellebrite Ordinary Shares issued to the sponsor at Closing; (4) that a specified amount unvested equity awards would be excluded from the calculation of enterprise value; (5) that the Minimum Cash Amount would be reduced to $300 million; and (6) that the aggregate consideration payable to TWC stockholders pursuant to the Business Combination would equal $120 million less the amount paid to TWC stockholders in connection with redemptions of shares of TWC common stock, such that the amount of cash in trust delivered to Cellebrite at the Closing would not exceed $480 million.

On March 25, 2021, the full board of directors of TWC met again via videoconference to discuss the potential entry into a Business Combination Agreement with Cellebrite. Representatives of Simpson Thacher spoke to the TWC Board about the fiduciary duties of directors of a special purpose acquisition company in connection with a proposed business combination, provided a status update and summarized key findings of the legal due diligence review of Cellebrite. Mr. Van Buren updated the TWC Board of the status of investor outreach in connection with the potential transaction with Cellebrite.

On March 25, 2021, Simpson Thacher delivered drafts of the Sponsor Support Agreement, Cellebrite Holder Support Agreement and Investor Rights Agreement to White & Case and Meitar.

On March 29, 2021, White & Case delivered an updated draft of the Business Combination Agreement to Simpson Thacher and Herzog.

On March 30, 2021, White & Case delivered updated drafts of the Sponsor Support Agreement and Cellebrite Holder Support Agreement to Simpson Thacher.

On April 1, 2021, White & Case delivered an updated draft of the Investor Rights Agreement to Simpson Thacher.

Also on April 1, 2021, representatives of TWC and Cellebrite participated in a videoconference to discuss certain commercial provisions on the updated draft of the Business Combination Agreement delivered by White & Case on March 29, 2021, including, among other things, the calculation of the Cellebrite equity value to be used as the basis for the Capital Restructuring, the cash and equity components of the Merger Consideration to be paid to TWC stockholders, obligations on TWC with respect to arranging Redemption and Voting Agreements and/or backstop financing, flexibility sought by Cellebrite to pursue mergers and acquisitions prior to the Closing, the triggers for issuance of Price Adjustment Shares and vesting of Founder Shares to be subject to vesting criteria, the parties’ approach to obtaining a transaction tax ruling from the ITA and the ability of Cellebrite to request the TWC Board to reaffirm its recommendation in favor of the Business Combination. Subsequent to this videoconference, representatives of TWC, Simpson Thacher, Herzog, Cellebrite, White & Case and Meitar participated in a videoconference to further discuss the foregoing items.

On April 2, 2021, Simpson Thacher delivered an updated draft of the proposed Business Combination to White & Case and Meitar, and Meitar delivered a draft of Cellebrite’s disclosure schedules to Simpson Thacher and Herzog.

Also on April 2, 2021, representatives of Cellebrite and Meitar held a follow-up legal due diligence videoconference with representatives of TWC, Simpson Thacher and Herzog.

On April 3, 2021, White & Case delivered an updated draft of the Business Combination Agreement to Simpson Thacher and Herzog.

On April 4, 2021, representatives of Simpson Thacher and White & Case participated in a videoconference to discuss each individual change in the April 3, 2021 draft of the Business Combination Agreement, in an effort to reach final resolution on all open points, to the maximum extent possible, including in respect of the commercial provisions discussed in the videoconferences on April 1, 2021, as well as the scope of certain representations and warranties and certain pre-closing covenants in each case relating to Cellebrite’s business operations. Subsequently, representatives of TWC, Simpson Thacher, Herzog, Cellebrite, White & Case and Meitar participated in a videoconference to discuss provisions not finalized in the videoconference between Simpson Thacher and White and Case, including, among other things, the definitions relating to TWC and Cellebrite transaction expenses, Cellebrite

indebtedness and accrued Cellebrite tax liabilities, the treatment of unvested Cellebrite equity awards, the parties’ approach to obtaining a transaction tax ruling from the ITA and Cellebrite’s obligation to operate its business in the ordinary course prior to the Closing.

Also on April 4, 2021, Simpson Thacher delivered comments to Cellebrite’s disclosure schedules and updated drafts of the Sponsor Support Agreement, Cellebrite Holder Support Agreement and Investor Rights Agreement to White & Case and Meitar, and Meitar delivered an initial draft of the Amended Articles to Simpson Thacher and Herzog.

During the period from April 5 through April 8, 2021, representatives of TWC, Simpson Thacher, Herzog, Cellebrite, White & Case and Meitar participated in frequent phone calls and videoconferences to discuss and resolve open points in the Business Combination Agreement, Sponsor Support Agreement, Cellebrite Holder Support Agreement, Investor Rights Agreement and the Amended Articles.

On April 5, 2021, Simpson Thacher and White & Case delivered subsequent updated drafts of the Business Combination Agreement to each other, Herzog and Meitar, Meitar delivered an updated draft of the Amended Articles to Simpson Thacher and Herzog, and White and Case delivered updated drafts of the Sponsor Support Agreement, Cellebrite Holder Support Agreement and Investor Rights Agreement to Simpson Thacher and Meitar.

Also on April 5, 2021, the TWC Board held a telephonic meeting with members of TWC management and representatives of Simpson Thacher in attendance. Representatives of Simpson Thacher updated the TWC Board on the status of the legal documentation and highlighted changes implemented since the previous meeting. Mr. Heldfond then updated the TWC Board on the final allocations in connection with the equity capital raise required in connection with the proposed Business Combination. Messrs. Van Buren and Heldfond then answered questions regarding the same, and the TWC Board discussed and reviewed the proposed Business Combination.

Effective as of April 5, 2021, BofA Securities, J.P. Morgan, TWC and Cellebrite entered into a revised engagement letter governing the engagement by both TWC and Cellebrite of BofA Securities and J.P. Morgan as placement agents in connection with the PIPE investment, on the same financial terms that were contained in the original engagement letter. Also on April 5, 2021, the form of Share Purchase Agreement agreed upon by TWC, Cellebrite and their counsel was provided to potential investors in the PIPE data room. Thereafter until April 8, 2021, TWC and Cellebrite, with the assistance of their counsel and the placement agents, negotiated the final terms of the Share Purchase Agreement with the PIPE Investors in response to comments therefrom.

On April 6, 2021, Simpson Thacher, Herzog, White & Case and Meitar delivered subsequent updated drafts of the Business Combination Agreement, Amended Articles, Sponsor Support Agreement, Cellebrite Holder Support Agreement and Investor Rights Agreement to each other, Meitar delivered an updated draft of Cellebrite’s disclosure schedules to Simpson Thacher and Herzog, and Simpson Thacher delivered a draft of TWC’s disclosure schedules to Meitar and White & Case.

Also on April 6, 2021, a form of Redemption and Voting Agreement was provided to certain PIPE Investors. Thereafter until April 8, 2021, TWC, with the assistance of counsel, negotiated the final terms of the Redemption and Voting Agreement with certain PIPE Investors.

Also on April 6, 2021, the TWC Board met again via videoconference to approve entry into the Business Combination Agreement. At the meeting, a representative of Simpson Thacher gave a presentation to the TWC Board on the directors’ fiduciary duties. TWC management and representatives of Simpson Thacher provided an overview of the proposed Business Combination and Cellebrite and updated the TWC Board regarding the final negotiations of the terms of the proposed Business Combination. In addition, Messrs. Van Buren and Heldfond provided the TWC Board a summary of the financial performance, financial projections, comparable companies (including valuation benchmarking) (see the section below titled “Comparable Company Analysis” for more information) and considerations for Cellebrite following the Merger in connection with the Business Combination. The TWC Board discussed and reviewed the proposed Business Combination, including the terms and conditions of the Business Combination Agreement and the related agreements (copies of all of which were provided to all of the members of the TWC Board in advance of the meeting), the potential benefits of, and risks relating to, the proposed Business Combination and the reasons for entering into the Business Combination Agreement, including the factors discussed in the “— Recommendation of the TWC Board and Reasons for the Business Combination” section of this proxy statement/prospectus. In addition, representatives of Simpson Thacher discussed with the TWC Board

the proposed timeline for finalizing the definitive transaction agreements and announcing the proposed Business Combination. Questions were asked and answered, following which the TWC Board approved the entry into the Business Combination Agreement and the transactions contemplated thereby.

On April 7, 2021, Simpson Thacher, Herzog, White & Case and Meitar delivered subsequent updated drafts of the Business Combination Agreement, the Amended Articles, Sponsor Support Agreement, Cellebrite Holder Support Agreement and Investor Rights Agreement to each other, and the parties worked together to finalize the foregoing agreements.

Also on April 7, 2021, Simpson Thacher delivered an updated draft of Cellebrite’s disclosure schedules to Meitar and White & Case, and the parties worked together to finalize Cellebrite’s disclosure schedules. White & Case delivered an updated draft of TWC’s disclosure schedules to Simpson Thacher and Herzog, and the parties worked together to finalize TWC’s disclosure schedules.

On April 8, 2021, the Business Combination Agreement, Sponsor Support Agreement, Cellebrite Holder Support Agreement, Redemption and Voting Agreement and Share Purchase Agreements and related agreements were executed by TWC and Cellebrite and the other parties thereto, and TWC and Cellebrite mutually announced the Business Combination to the public in a joint press release, which was filed by TWC with a Current Report on Form 8-K along with an investor presentation prepared by members of TWC’s and Cellebrite’s management teams and used in connection with meetings with existing TWC stockholders, the PIPE Investors and other persons regarding Cellebrite and the Business Combination.

The parties have continued and expect to continue regular discussions, including in-person meetings in May 2021, regarding the Closing of the Business Combination.

Recommendation of the TWC Board and Reasons for the Business Combination

The TWC Board, in evaluating the Business Combination, reviewed a number of materials, including the investor presentation and analyses therein, the transaction documentation, and certain due diligence summary materials prepared by TWC’s management, and consulted with TWC’s management and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of TWC and its stockholders and (ii) to recommend that TWC stockholders adopt the Business Combination Agreement and approve the Business Combination and the transactions contemplated thereby, the TWC Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Merger, the TWC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The TWC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of TWC’s reasons for the Merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Special Note Regarding Forward-Looking Statements.”

The officers and directors of TWC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Merger. In addition, TWC’s officers and directors and TWC’s advisors have substantial experience with mergers and acquisitions across a variety of different industries.

In evaluating the Merger, the TWC Board considered the criteria and guidelines to evaluate prospective business opportunities set by the TWC management team in the TWC IPO prospectus:

•        Large and growing market.

•        Attractive, inherently profitable business with high operating leverage.

•        Strong management teams.

•        Opportunity for operational improvements.

•        Differentiated products or services.

•        Compelling growth prospects.

•        Minimal technology risk.

•        Appropriate valuations.

The TWC Board determined that Cellebrite meets all the above criteria following a presentation from TWC’s management team which noted, among other things, that:

•        Cellebrite is a clear market leader in DI with an impressive win rate in its leading Collect & Review solutions and a world-class customer base that includes federal, state and local public safety agencies and private sector enterprises

•        Cellebrite is well positioned to capture a large and growing total addressable market opportunity of over $12 billion that is benefitting from secular tail winds

•        Cellebrite has a favorable competitive position that allows it to provide end-to-end solutions that serve each stage of the investigative lifecycle

•        The Business Combination will put a significant amount of cash on the balance sheet to enable Cellebrite to execute on strategic acquisition opportunities

•        Cellebrite has a significant private sector growth opportunity ahead of it with segment revenue that is expected to more than double by 2023

•        Cellebrite’s management team is impressive and execution-oriented and will retain most of their existing equity stakes in connection with the Business Combination, aligning their interests with other shareholders

•        TWC management believes that the valuation of Cellebrite in the Business Combination represents a significant discount to the valuation (as a multiple of estimated 2022 revenue) of peer companies is supported by Cellebrite’s strong financial profile, best-in-class metrics with 50% ARR growth in 2020 and over 140% ARR dollar-based net retention rate as of December 31, 2020

The TWC Board also considered a number of other factors pertaining to the Merger as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•        Due Diligence.    Due diligence examinations of Cellebrite and discussions with Cellebrite’s management and TWC’s management team and legal advisors concerning TWC’s due diligence examination of Cellebrite (including Cellebrite’s robust controls with respect to compliance with applicable regulatory regimes);

•        Financial Condition.    The TWC Board also considered factors such as Cellebrite’s historical financial results, outlook, financial plan and debt structure, as well as valuations and trading of publicly traded companies in similar and adjacent sectors;

•        Negotiated Transaction.    The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between TWC and Cellebrite;

•        Price Adjustment Shares.    The fact that Cellebrite existing shareholders have agreed to receive the contingent right to be issued Price Adjustment Shares based on achievement of trading price thresholds, aligning their interest with those of TWC stockholders and the PIPE investors;

•        Lock-Up.    The Cellebrite existing stockholders will be subject to a six-month lock-up in respect of their Cellebrite Ordinary Shares, subject to certain exceptions; and

•        Other Alternatives.    The TWC Board believes, after a thorough review of other business combination opportunities reasonably available to TWC, that the proposed Business Combination represents the best potential business combination for TWC and the most attractive opportunity for TWC’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets, and the TWC Board believes that such process has not presented a better alternative.

The TWC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Merger, including, but not limited to, the following:

•        Negative Publicity & Reputation Risk.    The risk that since Cellebrite makes an incredibly powerful tool that, like all powerful tools, in the wrong hands can be used in ways that are not consistent with the values of TWC and Cellebrite and result in adverse publicity and reputational consequences;

•        Technology Risk.    Some of Cellebrite’s products rely on the Company’s ability to continue to find flaws in digital devices security systems, improvements in device security protocols may make it more challenging and/or costly to maintain the effectiveness of Cellebrite’s products over time ;

•        Regulatory Risk.    The risk and cost of non-compliance with applicable regulatory regimes;

•        COVID-19 Risks.    Business challenges and uncertainty stemming from current COVID-19 pandemic;

•        Macroeconomic Risks.    Macroeconomic uncertainty that impacts public agency and private enterprise purchasing behavior and the resulting potential impact on Cellebrite’s revenues;

•        Redemption Risk.    The potential that a significant number of TWC stockholders elect to redeem their shares prior to the consummation of the Business Combination in accordance with TWC’s existing charter, which would potentially make the Business Combination more difficult to complete;

•        Stockholder Vote.    The risk that TWC stockholders may fail to provide the respective votes necessary to effect the Business Combination;

•        Closing Conditions.    The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within TWC’s control;

•        Litigation.    The possibility of litigation challenging the Merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Merger;

•        Listing Risks.    The challenges associated with preparing Cellebrite, a private entity, for the applicable disclosure and listing requirements to which Cellebrite following the Merger will be subject as a publicly traded company on Nasdaq;

•        Benefits May Not Be Achieved.    The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•        Liquidation of TWC.    The risks and costs to TWC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities;

•        Growth Initiatives May Not Succeed.    The risk that Cellebrite’s growth initiatives may not succeed within the expected timeframe;

•        No Third-Party Valuation.    The risk that TWC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

•        Business Continuity.    The risk that business operations in Israel could be disrupted due to political instability.

•        TWC Stockholders Receiving a Minority Interest in Cellebrite.    The risk that TWC stockholders will hold a minority interest in Cellebrite; and

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

In addition to considering the factors described above, the TWC Board also considered other factors including, without limitation:

•        Interests of Certain Persons.    Some officers and directors of TWC may have interests in the Business Combination (see the section of this proxy statement/prospectus titled “— Interests of TWC’s Directors and Officers in the Business Combination”); and

•        Other Risk Factors.    Various other risk factors associated with the business of Cellebrite, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The TWC Board concluded that the potential benefits that it expected TWC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative and other factors associated with the Business Combination. The TWC Board also noted that TWC stockholders would have a substantial economic interest in Cellebrite following the Merger (depending on the level of TWC stockholders that sought redemption of their Public Shares into cash). Accordingly, the TWC Board unanimously determined that the Business Combination and the transactions contemplated by the Business Combination Agreement were advisable and in the best interests of TWC and its stockholders.

Comparable Company Analysis

TWC management’s review of the Business Combination included a comparable company analysis to assess the value that the public markets would likely ascribe to TWC following a business combination with Cellebrite and this analysis was shown to the TWC Board. The comparable company analysis was prepared by TWC management in consultation with Cellebrite’s management. The relative valuation analysis was based on three categories of publicly-traded companies that included (1) public safety peers with similar growth rates, profitability and vertical focus as well as common customer profiles and core public sector addressable markets, (2) security and infrastructure software peers with similar growth rates and revenue models as well as common security and infrastructure related secular trends and (3) business model peers with vertical models and clear leadership in attractive markets and that have undergone some level of business model transition. The comparable companies were selected by Cellebrite as publicly traded companies having common characteristics with Cellebrite, but, for the avoidance of doubt, each of the selected companies is not necessarily a direct competitor of Cellebrite. The comparable companies included in the analysis consisted of Axon Enterprise, Inc., Nuix Ltd., Everbridge, Inc., Tyler Technologies, Inc., Dynatrace, Inc., SailPoint Technologies Inc., Jamf Software LLC, Varonis Systems, Inc., Alteryx, Inc., Cyberark Software Ltd., Duck Creek Technologies Inc., Guidewire Software, Inc. and AppFolio, Inc. While these companies may share certain characteristics that are similar to those of Cellebrite, the TWC Board did not consider any of these companies to be identical in nature to Cellebrite.

Using the most recent publicly available information at the time, information from paid subscription services that provide, among other things, broker consensus estimates for relevant metrics, and information provided by Cellebrite’s management, TWC management reviewed with the TWC Board, among other things, with respect to Cellebrite and each such selected comparable company: (i) estimated compound annual growth rate of revenue for calendar years 2020 through 2022, (ii) recurring revenue percentage, (iii) estimated margin of earnings before interest expense, interest income, income tax provision, depreciation, amortization of intangible assets, non-income taxes, stock-based compensation expense, and one-time non-recurring items, which we refer to as Adjusted EBITDA, for calendar year 2022, (iv) revenue growth plus Adjusted EBITDA margin, which we refer to as the Rule of 40 and (v) enterprise value-to-revenue multiple. The applicable metrics for Cellebrite and the selected comparable companies are summarized in the table below:

The results of this analysis (as described above) supported the TWC Board’s determination, based on a number of factors, that the aggregate value for Cellebrite pursuant to the Business Combination was fair to and in the best interests of TWC and its stockholders. Due to the forward-looking nature of this projected information, specific quantifications of the amounts that would be required to reconcile such projected information to GAAP measures are not available and TWC’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures may not be comparable to similarly titled amounts used by other companies.

KPMG Somekh Chaikin, Cellebrite’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying projected financial information and, accordingly, KPMG Somekh Chaikin does not express an opinion or any other form of assurance with respect thereto. The KPMG Somekh Chaikin report included in this proxy statement/prospectus relates to Cellebrite’s previously issued financial statements. It does not extend to the projected financial information and should not be read to do so.

Unaudited Prospective Financial Information of Cellebrite

Cellebrite does not as a matter of course make public projections as to future sales, earnings or other results. However, Cellebrite management prepared and provided to the Cellebrite Board, Cellebrite’s financial advisors, TWC and potential PIPE investors certain internal, unaudited prospective financial information in connection with the evaluation of the Business Combination. Cellebrite management prepared such financial information based on their judgment and assumptions regarding the future financial performance of Cellebrite. The inclusion of the below information should not be regarded as an indication that Cellebrite or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results. The unaudited prospective financial information is subjective in many respects and depended on market growth, among other factors. See also “Risk Factors — Risks Related to Our Business and Industry — The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.” As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited prospective financial information covers multiple years, that information by its nature becomes less predictive with each successive year.

While presented in this proxy statement/prospectus with numeric specificity, the information set forth in the summary below was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Cellebrite management, including, among other things, the matters described in the sections of this proxy statement/prospectus titled “Forward-Looking Statements,” “Industry and Market Data” and “Risk Factors.” Cellebrite believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information Cellebrite had at the time. However, important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to the Cellebrite business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change. The unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Cellebrite management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of Cellebrite management’s knowledge and belief, the expected course of action and the expected future financial performance of Cellebrite. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither Cellebrite’s independent auditors, nor any other independent accountants, have complied, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The audit reports included in this proxy statement/prospectus relate to historical financial information. They do not extend to the prospective financial information and should not be read to do so.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, CELLEBRITE DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROSPECTIVE FINANCIAL INFORMATION. THE PROSPECTIVE FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT THE INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW. NONE OF CELLEBRITE, TWC NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY CELLEBRITE SHAREHOLDER, TWC STOCKHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

Certain of the measures included in the prospective financial information may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Cellebrite may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, we have not provided a reconciliation of such financial measures. The following table sets forth certain summarized prospective financial information regarding Cellebrite for the years 2021 and 2022:

____________

(1)      For purposes of our unaudited projected financial information, we calculate Adjusted EBITDA as Net Income plus financial income, other expenses, tax expenses, depreciation and amortization, share base compensation expenses, one-time expenses, acquisition related cost and capital loss from FA disposal. The following table provides a reconciliation of projected Net Income to projected Adjusted EBITDA.

(2)      For purposes of our unaudited projected financial information, forward looking profitability does not include the costs associated with being a public company.

The results of this analysis (as described above) supported the TWC Board’s determination, based on a number of factors, that the aggregate value for Cellebrite pursuant to the Business Combination was fair to and in the best interests of TWC and its stockholders. The projected information above includes Adjusted EBITDA which is a non-GAAP financial measure. Due to the forward-looking nature of this projected information, specific

quantifications of the amounts that would be required to reconcile such projected information to GAAP measures are not available and TWC’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures may not be comparable to similarly titled amounts used by other companies.

The projected information included above related to Cellebrite has been prepared by, and is the responsibility of, Cellebrite’s management. KPMG Somekh Chaikin, Cellebrite’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying projected financial information and, accordingly, KPMG Somekh Chaikin does not express an opinion or any other form of assurance with respect thereto. The KPMG Somekh Chaikin report included in this proxy statement/prospectus relates to Cellebrite’s previously issued financial statements. It does not extend to the projected financial information and should not be read to do so.

Cellebrite’s prospective financial information was based on management’s assessment of projected sales transactions and projected costs as follows:

•        Projected revenue is based on assumptions surrounding year over year revenue growth across our various customers in the Public and Private sectors and our various solutions. Further, we expect strategic customers to continue driving revenue with growth driven in part by an increase in the number of licenses per strategic customer and an increase in the budget for DI solutions for this customer segment.

•        Projected gross profits are driven by our customers’ product mix. Our projected product mix will vary with our customer segments with Analytics and services as a percentage of total revenue increasing in our strategic customers but remaining relatively constant in our Prime customers. Overall, gross profit is expected to remain relatively constant with modest improvements driven by a lowered cost of sales from increased sales of subscription solution offerings.

•        Projected operating profit margin is expected to improve due to reductions in operating expenses as a percentage of sales. Our research and development costs are driven by the costs of research and development software development. We expect that our research and development expenses will continue to increase, as we invest in research and development headcount to further strengthen and enhance our solutions. General and administrative expenses consist primarily of personnel and facility-related costs of our executive, finance, legal, IT, human resource and administration, and other corporate expenses. General and administrative expenses are expected to grow as Cellebrite will continue executing its “Go to Market” strategy and will grow revenue.

•        Other key assumptions impacting our projected net income and projected Adjusted EBITDA include fluctuations in costs of regulatory compliance and headcount but exclude costs associated with public company operations and compliance with corporate law.

In making the foregoing assumptions, which imply a revenue annual growth rate of approximately 20% year over year between 2021 and 2022, Cellebrite management relied on a number of factors, including:

•        its estimates of market growth and maturity over the projected period;

•        its best estimates of the timing for new product releases and overall product development processes;

•        the relevant uses of Cellebrite solutions across customer segments and the number of licenses required for various customer segments;

•        the historical usage patterns and preferences of Cellebrite customers; and

•        third party forecasts for DI growth.

Satisfaction of the 80% Test

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination.

As of April 8, 2021, the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account was $600.1 million (excluding up to $21 million of deferred underwriting commissions) and 80% thereof represents approximately $480 million. In reaching its conclusion on the 80% asset test, the TWC Board used the enterprise value of approximately $1.7 billion for Cellebrite, which was implied based on the value of the Cellebrite Ordinary Shares to be received by Cellebrite shareholders in connection with the Business Combination.

The TWC Board considered factors such as Cellebrite’s historical financial results, the future growth outlook and financial plan, as well as valuation ratios and trading multiples of publicly traded companies in similar and adjacent sectors. The TWC Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arm’s-length, was fair to, and in the best interests of, TWC and its stockholders and appropriately reflected Cellebrite’s value.

The TWC Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Cellebrite met the 80% requirement. Based on the fact that the $1.7 billion enterprise value of Cellebrite as described above is in excess of the threshold of approximately $480 million, representing 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting commissions), the TWC Board determined that the fair market value of Cellebrite was substantially in excess of 80% of the funds in the Trust Account and that the 80% test was satisfied.

Interests of TWC’s Directors and Officers in the Business Combination

In considering the unanimous recommendation of the TWC Board with respect to adopting the Business Combination Agreement and approving the Business Combination and the other transactions contemplated by the Business Combination Agreement, TWC stockholders should keep in mind that certain members of the TWC Board and executive officers of TWC have interests in such proposals that are different from, or in addition to, those of TWC stockholders generally. In particular:

•        If the Business Combination or another business combination is not consummated by the Outside Date, TWC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the TWC Board, dissolving and liquidating. In such event, the 15,000,000 Sponsor Shares held by the sponsor and its affiliates, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $148,950,000 based upon the closing price of $9.93 per share on Nasdaq on August 5, 2021, the TWC Record Date.

The sponsor purchased an aggregate of 9,666,667 Sponsor Warrants from TWC for an aggregate purchase price of $14,500,000 (or $1.50 per Sponsor Warrant). The purchase of the Sponsor Warrants took place on a private placement basis simultaneously with the consummation of the IPO and the underwriters’ election to partially exercise their option to purchase additional TWC Units. A portion of the proceeds TWC received from these purchases were placed in the Trust Account. Such warrants had an aggregate market value of $16,481,667 based upon the closing price of $1.705 per warrant on Nasdaq on August 5, 2021, the TWC Record Date. The Sponsor Warrants will become worthless if TWC does not consummate a business combination by the Outside Date (or later, as such term may be extended in accordance with the organizational documents of TWC).

If TWC is unable to complete a business combination within the required time period, its executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by TWC for services rendered or contracted for or products sold to TWC. If TWC consummates a business combination, on the other hand, Cellebrite will be liable for all such claims.

Permitted Purchases of TWC Securities

The sponsor and TWC’s directors, officers and advisors and their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession

of any material non-public information not disclosed to Cellebrite or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the sponsor or TWC’s directors, officers and advisors or their respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. TWC does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases would be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or (ii) to satisfy a closing condition that requires TWC to have a minimum net worth at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of TWC common stock may be reduced and the number of beneficial holders of TWC securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on Nasdaq.

The sponsor, TWC’s directors, officers, advisors and/or their respective affiliates anticipate that they may identify the stockholders with whom to pursue privately negotiated purchases by either the stockholders contacting the sponsor or TWC directly or by TWC’s receipt of redemption requests submitted by stockholders following the mailing of this proxy statement/prospectus. To the extent that the sponsor or TWC’s directors, officers, advisors or their respective affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination. The sponsor and TWC’s directors, officers, advisors or their respective affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by the sponsor or TWC’s directors, officers, advisors and/or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

Directors, officers, advisors and/or their respective affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Regulatory Approvals Required for the Business Combination

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act, receipt of the Transaction Tax Ruling and filings with the State of Delaware necessary to effectuate the Business Combination. TWC and Cellebrite each has agreed to use its reasonable best efforts to obtain all required regulatory approvals.

Appraisal Rights

TWC stockholders who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to TWC within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow

the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights of TWC Stockholders” attached to this proxy statement/prospectus as Annex D and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex C.

Delisting and Deregistration of Public Shares and Public Warrants

If the Business Combination is completed, shares the Public Shares and Public Warrants will be delisted from Nasdaq and will be deregistered under the Exchange Act. Immediately prior to the Effective Time (as defined in the Business Combination Agreement), such Public Shares will be converted into Cellebrite Ordinary Shares and such Public Warrants will be converted into Cellebrite Warrants in accordance with the Business Combination Agreement.

Listing of Cellebrite Ordinary Shares

Cellebrite will use commercially reasonable efforts to cause, prior to the Effective Time, the Cellebrite Ordinary Shares and Cellebrite Warrants (including Cellebrite Ordinary Shares and Cellebrite Warrants issuable pursuant to the Business Combination Agreement) to be approved for listing on Nasdaq under the ticker symbols “CLBT” and “CLBTW,” respectively, subject to official notice of issuance. Approval of the listing on Nasdaq of the Cellebrite Ordinary Shares and Cellebrite Warrants to be issued in the Business Combination, subject to official notice of issuance, is a condition to each party’s obligation to complete the Business Combination.

Cellebrite Status as a Foreign Private Issuer under the Exchange Act

Cellebrite expects to be a “foreign private issuer” under SEC rules following the consummation of the Business Combination. Consequently, Cellebrite will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Cellebrite will be required to file its annual report on Form 20-F for the year ending December 31, 2021 with the SEC by April 30, 2022. In addition, Cellebrite will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Cellebrite in Israel or that is distributed or required to be distributed by Cellebrite to its shareholders.

Based on its foreign private issuer status, Cellebrite will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. Cellebrite will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Cellebrite officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Cellebrite Ordinary Shares.

Despite its initial exemption due to its foreign private issuer status, following the consummation of the Business Combination, Cellebrite nevertheless expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K.

Cellebrite Status as an Emerging Growth Company

Each of TWC and Cellebrite is, and consequently, following the Business Combination, Cellebrite will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, Cellebrite will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Cellebrite Ordinary Shares less attractive as a result, there may be a less active trading market for Cellebrite Ordinary Shares and the prices of Cellebrite Ordinary Shares may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act

provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Cellebrite has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Cellebrite, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Cellebrite’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Cellebrite will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the IPO, (b) in which Cellebrite has total annual gross revenue of at least $1.07 billion, or (c) in which Cellebrite is deemed to be a large accelerated filer, which means the market value of Cellebrite’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Cellebrite has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Expected Accounting Treatment of the Merger

The Transaction is comprised of a series of transactions pursuant to the Business Combination Agreement, as described elsewhere in this proxy statement/prospectus. For accounting purposes, the Transactions will be effectuated through three main steps:

1.      The exchange of Cellebrite Ordinary Shares, which is accounted for as a recapitalization in accordance with U.S. GAAP.

2.      The merger of TWC with Merger Sub, which is not within the scope of ASC 805 (“Mergers”) because TWC does not meet the definition of a business in accordance with ASC 805. Any difference between the fair value of Cellebrite Ordinary Shares issued and the fair value of TWC’s identifiable net assets should to be recorded as additional paid-in capital. For purposes of the unaudited pro forma condensed combined financial information, it is assumed that the fair value of each individual Cellebrite Ordinary Share issued to TWC stockholders is equal to the fair value of each individual Cellebrite Ordinary Share held by a Cellebrite shareholder resulting from the $2.4 billion equity value assigned to Cellebrite in the Business Combination Agreement.

3.      The Share Purchase Agreements related to the PIPE Investment, which were executed concurrently with the Business Combination Agreement, will result in the issuance of Cellebrite Ordinary Shares, leading to an increase in share capital and share premium.

Vote Required

The approval of the Merger Proposal will require the affirmative vote of a majority of the votes cast by the TWC stockholders present at the Special Meeting by virtual attendance or by proxy and entitled to vote thereon. Accordingly, if a valid quorum is established, a TWC stockholder’s failure to vote by proxy or to vote at the Special Meeting and Broker Non-Votes with regard to the Merger Proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote “AGAINST” the Merger Proposal.

The Merger is conditioned upon the approval of the Merger Proposal, subject to the terms of the Business Combination Agreement. If the Merger Proposal is not approved, the Amended Articles Proposal will not be presented to TWC stockholders for a vote.

Recommendation of the TWC Board:

THE TWC BOARD UNANIMOUSLY RECOMMENDS THAT TWC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

PROPOSAL NO. 2 — THE AMENDED ARTICLES PROPOSAL

Overview

Assuming the Merger Proposal is approved, we are seeking stockholder approval to adopt the amended and restated articles of association of Cellebrite to be in effect following the Merger in the form attached to this proxy statement/prospectus as Annex B (the “Amended Articles”), which, in the judgment of the TWC Board, is necessary to adequately address the needs of TWC stockholders following the consummation of the Business Combination.

The following summarizes the key elements of the Amended Articles, but this summary is qualified in its entirety by reference to the full text of the Amended Articles:

•        Cellebrite shareholders will be subject to certain restrictions on transfer (“Lock-Up Restrictions”) with respect to Cellebrite Ordinary Shares held by each such holder (subject to certain exceptions) for a period ending on the earlier of (x) the date that is 180 days after the date of Closing, (y) with respect to a specified portion of the shares subject to restriction, the trading price of Cellebrite Ordinary Shares achieving the target set forth in the Amended Articles and (z) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction which results in all of Cellebrite shareholders having the right to exchange their Cellebrite Ordinary Shares for cash, securities or other property subsequent, so long as Cellebrite shareholders as of immediately prior to such transaction hold less than 50% of the equity interests of the acquiror, successor entity or surviving entity (as applicable); and

•        Sponsor, IGP Saferworld, Limited Partnership, and SUNCORPORATION will have certain director nomination rights. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination Agreement — Amended Articles.”

Reasons for Approving the Amended Articles

The rights of the Cellebrite shareholders and the relative powers of the Cellebrite Board are governed by the laws of the State of Israel and the Amended Articles. As a result of the Transactions, securities held by the TWC stockholders will be canceled and automatically converted into the right to receive Cellebrite Ordinary Shares and/or Cellebrite Warrants, as applicable and further described in “Summary of the Material Terms of the Merger — the Business Combination.” Each Cellebrite Ordinary Share will be issued in accordance with, and subject to the rights and obligations of, the Cellebrite Articles which will be effective upon the consummation of the Transactions. Because Cellebrite will be, at the Effective Time, a company organized under the laws of the State of Israel, the rights of the TWC stockholders will be governed by Israeli law and the Amended Articles.

Many of the principal attributes of the Cellebrite Ordinary Shares and the Public Shares will be similar. However, there are differences between the rights of Cellebrite shareholders under Israeli law and the rights of TWC stockholders, as in effect prior to the consummation of the Transactions under the laws of Delaware. In addition, there are differences between the Amended Articles as such will be in effect from and after the consummation of the Transactions and the organizational documents of TWC. The Amended Articles were negotiated as part of the Transactions.

For a comparison of organizational documents of TWC and the Amended Articles, see the section of this proxy statement/prospectus titled “Comparison of Rights of Cellebrite Shareholders and TWC Stockholders.”

Vote Required

If the Merger Proposal is not approved, the Amended Articles Proposal will not be presented at the Special Meeting.

The approval of the Amended Articles Proposal requires the affirmative vote of (i) the holders of a majority of the outstanding shares of TWC Class B Common Stock, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of TWC common stock as of the TWC Record Date, voting together as a single class. Accordingly, if a valid quorum is established, a TWC stockholder’s failure to vote by proxy or to vote at the Special Meeting with regard to the Amended Articles Proposal will have the same effect as a vote “AGAINST” such proposal. Abstentions and Broker Non-Votes will count as a vote “AGAINST” the Amended Articles Proposal.

The Amended Articles Proposal is conditioned on the approval of the Merger Proposal. It is important for you to note that in the event that the Merger Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination.

Recommendation of the TWC Board:

THE TWC BOARD RECOMMENDS THAT TWC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDED ARTICLES PROPOSAL.

Business Combination Agreement) of Cellebrite during the Price Adjustment Period, any Triggering Event that has not previously occurred shall be deemed to have occurred and any amount of the Price Adjustment Shares not previously issued will be issued and will be entitled to participate in the change of control transaction.

Closing

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Closing (other than the filing of the merger certificate in connection with the Merger) will take place by conference call and by exchange of signature pages by email or other electronic transmission at a time and date to be specified in writing by TWC and Cellebrite, provided that the date of the Closing shall be no later than two (2) business days after the satisfaction or waiver of the Closing conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by TWC and Cellebrite. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Cellebrite and TWC, certain of which are subject to materiality and material adverse effect (as defined below) qualifiers and may be further modified and limited by the disclosure letters. See “— Material Adverse Effect.” The representations and warranties of TWC are also qualified by information included in TWC’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of Cellebrite

Cellebrite and Merger Sub have made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorities and approvals, capitalization of Cellebrite and its subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, legal compliance, contracts and no defaults, Cellebrite benefit plans, labor relations and employees, taxes, brokers’ fees, insurance, permits, real property, intellectual property, privacy and cybersecurity, environmental matters, absence of changes, information supplied, top customers and top vendors, government contracts and government grants, participation in governmental financial assistance programs and PIPE share purchase agreements.

Representations and Warranties of TWC

TWC has made representations and warranties relating to, among other things, company organization, due authorization, no conflict, litigation and proceedings, SEC filings, internal controls, listing, financial statements, governmental authorities and approvals, trust account, Investment Company Act and JOBS Act, absence of changes, no undisclosed liabilities, capitalization of TWC, brokers’ fees, indebtedness, taxes, business activities, Nasdaq quotation, registration statement, proxy statement and proxy/registration statement, affiliate transactions, title to assets and absence of Israeli shareholders.

Survival of Representations and Warranties

The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing, except in the case of a party’s willful misconduct or actual fraud.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Cellebrite are qualified in whole or in part by a material adverse effect standard (as described further below) for purposes of determining whether a breach of such representations and warranties has occurred. Under the Business Combination Agreement, certain representations and warranties of TWC are qualified in whole or in part by a material adverse effect on the business, assets, condition, results of operations or listing status of TWC or the ability of TWC to enter into and perform its obligations under the Business Combination Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a material adverse effect with respect to Cellebrite (a “Cellebrite Material Adverse Effect”) means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of Cellebrite and its subsidiaries, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Cellebrite to consummate the Business Combination. However, in the case of the foregoing clause (i), in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Cellebrite Material Adverse Effect:

a.      any change in applicable laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement;

b.      any change in interest rates or economic, political, business or financial market conditions generally in the United States, Israel, or anywhere else in the world;

c.      any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including COVID-19 and any COVID-19 Measures), epidemics or change in climate or man-made disasters;

d.      any acts of terrorism, war, civil unrest or sabotage, the outbreak or escalation of hostilities, geopolitical conditions, local, regional, state, national or international political or social conditions;

e.      any Events generally applicable to the industries or markets in which Cellebrite and its subsidiaries operate (including increases in the cost of products, services, supplies, materials or other goods or services purchased from third party suppliers);

f.       any failure of Cellebrite to meet any projections, forecasts, or other forward-looking predictions of revenue, earnings, cash flow or cash position (provided that this clause would not prevent a determination that any Event not otherwise excluded from the definition of Cellebrite Material Adverse Effect underlying such failure has resulted in a Cellebrite Material Adverse Effect);

g.      the announcement or pendency of the Business Combination Agreement and consummation of the transactions contemplated thereby, including any termination of, reduction in or similar adverse impact on relationships, contractual or otherwise, with any landlords, customers, suppliers, lenders, servicers, distributors, partners or employees of Cellebrite and its subsidiaries (it being understood that this clause will be disregarded for purposes of the representation and warranties in Section 4.04, Section 4.12(a)(viii) and Section 4.13(f) of the Business Combination Agreement and, in each case, the corresponding condition to Closing in the Business Combination Agreement);

h.      any action or omission by Cellebrite to the extent such action or omission is expressly required or expressly permitted by the Business Combination Agreement;

i.       any action taken or not taken by, or at the request of, TWC; or

j.       any matter set forth on the Cellebrite Disclosure Letter (as defined below).

Any Event referred to in clauses (a), (b), (c), (d) or (e) above may be taken into account in determining if a Cellebrite Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or financial condition of Cellebrite and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Cellebrite and its subsidiaries conduct their respective operations, but only to the extent of the incremental disproportionate effect on Cellebrite and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Cellebrite and its subsidiaries conduct their respective operations.

Covenants and Agreements

Cellebrite has made covenants relating to, among other things, conduct of business, inspection, preparation and delivery of certain audited financial statements, employee matters, affiliate agreements, no solicitation by Cellebrite, post-Closing directors and officers of Cellebrite, indemnification and insurance, Nasdaq listing and PIPE share purchases.

TWC has made covenants relating to, among other things, trust account proceeds and related available equity, Nasdaq listing, no solicitation by TWC, TWC’s conduct of business and TWC public filings.

Conduct of Business by Cellebrite

Cellebrite has agreed that from the date of the Business Combination Agreement through the earlier of the Closing or the termination of the Business Combination Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as otherwise explicitly contemplated by the Business Combination Agreement or the Sponsor Support Agreement (as defined below) or the Cellebrite Holders Support Agreement (as defined below) (the Sponsor Support Agreement and the Cellebrite Holders Support Agreement, collectively, the “Ancillary Agreements”), as required by applicable law, as set forth on the Cellebrite disclosure letter (the “Cellebrite Disclosure Letter”), in response to or related to the actual or anticipated effect on Cellebrite’s business of COVID-19 or as consented to by TWC in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), operate the business of Cellebrite in the ordinary course, and to the extent consistent with the ordinary course of business consistent with past practice, (i) preserve intact its present business organizations, assets, rights, properties and goodwill, (ii) preserve its and their present relationships with their clients, customers, suppliers, vendors, marketing, sponsors or other similar entities and other persons with whom it and they have business relations, (iii) keep available the services of its officers and employees and (iv) maintain in full force and effect its current insurance policies or comparable replacements thereof.

During the Interim Period, Cellebrite has also agreed not to, and to cause its subsidiaries not to, except as set forth in the Cellebrite Disclosure Letter, as consented to by TWC in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), as explicitly contemplated by the Business Combination Agreement or Ancillary Agreements or as required by applicable law:

a.      change or amend the governing documents of Cellebrite or any of Cellebrite’s subsidiaries or form or cause to be formed any new subsidiary of Cellebrite;

b.      other than the Initial Dividend and the Additional Dividend, make, declare, set a record date for or pay any dividend or distribution to stockholders of Cellebrite or make, declare, set a record date for or pay any other distributions in respect of any of Cellebrite’s or any of its subsidiaries’ capital stock or equity interests, except dividends and distributions by a wholly owned subsidiary of Cellebrite to Cellebrite or another wholly owned subsidiary of Cellebrite;

c.      split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of Cellebrite’s or any of its subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned subsidiary of Cellebrite that remains a wholly owned subsidiary of Cellebrite after consummation of such transaction;

d.      purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of Cellebrite or its subsidiaries, except for (i) the acquisition by Cellebrite or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests of Cellebrite or its subsidiaries in connection with the forfeiture or cancellation of such interests or in connection with the exercise or settlement of Cellebrite Options or Cellebrite Warrants, or (ii) transactions between Cellebrite and any wholly owned subsidiary of Cellebrite or between wholly owned subsidiaries of Cellebrite;

e.       enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) (i) any contract of a type required to be disclosed on the Cellebrite Disclosure Letter or any real property lease of Cellebrite or (ii) any contract between Cellebrite or a subsidiary of Cellebrite, on the one hand, and any of Cellebrite’s stockholders or their respective affiliates, on the other hand, in each case, other than entry into such agreements in the ordinary course of business consistent with past practice;

f.       sell, assign, transfer, convey, lease or otherwise dispose of or subject to a lien (other than a permitted lien) any material tangible assets or properties of Cellebrite or its subsidiaries, including the real leased property, except for (i) dispositions of obsolete or worthless equipment in the ordinary course of business and (ii) transactions among Cellebrite and its wholly owned subsidiaries or among its wholly owned subsidiaries;

          g.      acquire any ownership interest in any real property;

h.      except as required by an existing Cellebrite benefit plan, or the contracts listed in Section 4.12(a) of the Cellebrite Disclosure Letter, (i) grant any severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any non-officer employee in the ordinary course of business consistent with past practice, (ii) make any change in the key management structure of Cellebrite or any of Cellebrite’s Subsidiaries, or hire or terminate the employment of employees with an annual base salary of $300,000 or more, other than terminations for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend any Cellebrite benefit plan, (iv) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except in the ordinary course of business consistent with past practice, (v) establish any trust or take any other action to secure the payment of any compensation payable by Cellebrite or any of Cellebrite’s subsidiaries or (vi) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Cellebrite or any of Cellebrite’s subsidiaries, except in the ordinary course of business consistent with past practice;

i.       acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof, other than certain permitted acquisitions;

j.       make any material loans or material advances to any person, except for (i) advances to employees, officers or independent contractors of Cellebrite or any of Cellebrite’s subsidiaries for indemnification, attorneys’ fees, travel and other expenses incurred in the ordinary course of business consistent with past practice, (ii) loans or advances among Cellebrite and its wholly owned subsidiaries or among its wholly owned subsidiaries, other than in the ordinary course of business consistent with past practice and (iii) extended payment terms for customers in the ordinary course of business;

k.      (i) make, change or revoke any material tax election, (ii) amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any material accounting method for tax purposes, (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign law) with any governmental authority, (v) settle any claim or assessment in respect of any taxes outside the ordinary course of business, (vi) knowingly surrender or allow to expire any right to claim a material refund of any taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any taxes or in respect to any tax attribute that would give rise to any claim or assessment of taxes (other than any extension pursuant to an extension to file any tax Returns) or (viii) incur any material tax liabilities outside of the ordinary course of business consistent in a manner that is inconsistent with past practice;

l.       knowingly take or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Business Combination from qualifying for the intended tax treatment;

m.     (i) incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Cellebrite or any subsidiary of Cellebrite or guaranty any debt securities of another person, other than any indebtedness or guarantee (x) incurred in the ordinary course of business and in an aggregate amount not to exceed, individually or in the aggregate, $1,000,000.00 or (y) incurred between Cellebrite and any of its wholly owned subsidiaries or between any of such wholly owned subsidiaries; or (ii) discharge any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceed $1,000,000.00, except as otherwise contemplated by the Business Combination Agreement or as such obligations become due;

n.      issue any Cellebrite Ordinary Shares or Cellebrite Preferred Shares or securities exercisable for or convertible into Cellebrite Ordinary Shares or Cellebrite Preferred Shares or grant any additional equity or equity-based compensation;

          o.      adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Cellebrite or its subsidiaries (other than the Business Combination);

p.      waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $1,000,000.00 in the aggregate;

q.      sell, dispose of, license subject to a lien (other than a permitted lien), abandon or permit to lapse any rights to any intellectual property material to the business of Cellebrite and its subsidiaries, taken as a whole, (other than non-exclusive licenses entered into in the ordinary course of business consistent with past practice or expiration of Cellebrite registered intellectual property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period);

r.       disclose or agree to disclose to any person (other than TWC or any of its representatives) any material trade secret or any other material confidential or proprietary information, know-how or process of Cellebrite or any of its subsidiaries other than in the ordinary course of business consistent with past practice and pursuant to written obligations to maintain the confidentiality thereof;

s.       make or commit to make capital expenditures other than in an amount not in excess of $2,000,000.00 in the aggregate;

t.       manage Cellebrite’s and its subsidiaries’ working capital (including paying amounts payable in a timely manner when due and payable) in a manner other than in the ordinary course of business consistent with past practice;

u.      enter into, modify, amend, renew or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable Law, or recognize or certify any labor union, works council, labor organization, or group of employees of Cellebrite or its subsidiaries as the bargaining representative for any employees of Cellebrite or its subsidiaries;

v.       waive the restrictive covenant obligations of any current or former employee of Cellebrite or any of its subsidiaries;

w.      (i) limit the right of Cellebrite or any of its subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person, in each case other than as prescribed by applicable law or (ii) grant any exclusive or similar rights to any person;

x.      amend in a manner materially detrimental to Cellebrite or any of its subsidiaries, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any material governmental approval or material permit required for the conduct of the business of Cellebrite or any of its subsidiaries;

y.      amend in a manner materially detrimental to Cellebrite or any of its subsidiaries any privacy policy, except as required by applicable law;

z.      terminate or amend in a manner materially detrimental to Cellebrite or any of its subsidiaries any material insurance policy insuring the business of Cellebrite or any of its subsidiaries; or

aa.     enter into any agreement to do any of the above prohibited actions.

Conduct of Business of TWC

TWC has agreed that during the Interim Period, it will, except as contemplated by the Business Combination Agreement or the Ancillary Agreements, as required by law, as set forth on TWC’s disclosure letter (the “TWC Disclosure Letter”), in response to or related to the actual or anticipated effect on TWC’s business of COVID-19 or as consented to by Cellebrite in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course consistent with past practice.

During the Interim Period, except as set forth on the TWC Disclosure Letter or as consented to by Cellebrite in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), TWC has also agreed not to, except as otherwise contemplated by the Business Combination Agreement or the Ancillary Agreements or as required by applicable law:

a.      change, modify or amend, or seek any approval from TWC’s stockholders to change, modify or amend the Trust Agreement or the governing documents of TWC, except as contemplated by the Transaction Proposals;

b.      except as contemplated by the Transaction Proposals, (i) make, declare, set a record date for or pay any dividend or distribution to the TWC stockholders or make, declare, set a record date or pay any other distributions in respect of any of TWC’s capital stock, share capital or equity interests, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of TWC’s capital stock or equity interests or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of TWC other than a redemption of shares of TWC common stock required to be made in connection with the Business Combination;

c.      (i) make, change or revoke any material tax election, (ii) materially amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any “closing agreement” as described in Section 7121 of the Internal Revenue Code of 1986, as amended (or any similar provision of state, local or foreign law) with any governmental authority, (v) settle any claim or assessment in respect of a material amount of taxes, (vi) knowingly surrender or allow to expire any right to claim a refund of a material amount of taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of a material amount of taxes or in respect to any material tax attribute that would give rise to any claim or assessment of taxes or (viii) incur any material tax liabilities outside of the ordinary course of business in a manner that is inconsistent with past practice;

d.      knowingly take or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Business Combination from qualifying for the intended tax treatment;

e.      pay, distribute or advance any assets or property to, or waive any provision or fail to enforce any provision of any contract with, or enter into, renew or amend in any material respect, any transaction or contract with True Wind Capital or any officer, director, employee or affiliate of TWC or True Wind Capital (including, for the avoidance of doubt, (x) the Sponsor and (y) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

f.       incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Cellebrite or any of its Subsidiaries or guaranty any debt securities of another person, other than any indebtedness for borrowed money or guarantee incurred in the ordinary course of business consistent with past practice and solely to the extent any such amount constitutes TWC Transaction Expenses;

g.      (i) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness (including any working capital loans) or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other liabilities, debts or obligations, other than fees and expenses for professional services incurred in support of the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements or in support of the ordinary course operations of TWC (which includes any indebtedness in respect of any working capital loan) solely to the extent such amount constitutes TWC Transaction Expenses, (ii) create any liens on any material property or assets of TWC in connection with any indebtedness thereof (other than permitted liens), (iii) cancel or forgive any indebtedness owed to TWC, or (iv) make, incur or commit to make or incur any capital expenditures;

h.      (i) issue any securities of TWC or any option, warrant, right or security exercisable for or convertible, exchangeable or exercisable into, or for, securities of TWC, other than the issuance of the stock consideration payable in connection with the Closing, (ii) grant any options, warrants or other

equity-based awards with respect to securities of TWC, not outstanding on the date of the Business Combination Agreement or (iii) amend, modify or waive any of the material terms or rights set forth in any TWC Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

i.       form or establish any subsidiary;

j.       acquire or agree to acquire (whether by merger, consolidation or acquisition of securities or a substantial portion of the assets of) any corporation, partnership, association or other business organization or division or assets thereof;

k.      commence, release, assign, compromise, settle or agree to settle any legal proceeding;

l.       except as required by GAAP (or any interpretation thereof) or applicable law, make any change in accounting methods, principles or practices;

m.     (i) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of TWC or (ii) liquidate, dissolve, reorganize or otherwise wind-up the business or operations of TWC;

n.      engage in any new line of business; or

j.       enter into any agreement to do any of the above prohibited actions.

Covenants of TWC

Pursuant to the Business Combination Agreement, TWC has agreed, among other things, to:

a.      take certain actions so that the Trust Amount (as defined below) will be released from the Trust Account and so that the Trust Account will terminate thereafter, in each case, pursuant to the terms and subject to the terms and conditions of the Trust Agreement;

b.      during the Interim Period, ensure TWC remains listed as a public company on Nasdaq and cooperate with Cellebrite and use reasonable best efforts to take such actions as are reasonably necessary or advisable to cause the TWC Units and the TWC Common Warrants to be delisted from Nasdaq and deregistered under the Exchange Act as soon as practicable following the Effective Time;

c.      during the Interim Period, not, and to use reasonable best efforts to cause its representatives to not, (i) initiate any negotiations with any person with respect to certain alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to any such alternative transaction;

d.      from the date of the Business Combination Agreement through the Effective Time, keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law;

e.      not amend, modify, assign or cancel any Redemption and Voting Agreement (as defined below) or any of TWC’s rights under any Redemption and Voting Agreement;

f.       purchase a six (6) year “tail” or “runoff” directors’ and officers’ liability insurance policy covering those persons who are currently covered by TWC’s directors’ and officers’ liability insurance policy on terms not less favorable than the terms of such current insurance coverage (the “D&O Tail”), except that in no event will TWC be required to pay a premium for such insurance in excess of 300% of the most recent annual premium payable by TWC with respect to its directors’ and officers’ liability insurance policy; and

          g.      as promptly as practicable after the registration statement is declared effective under the Securities Act, (i) disseminate the proxy statement to TWC stockholders, (ii) give notice, convene and hold a meeting of the stockholders to vote on the Transaction Proposals, in each case in accordance with its governing documents then in effect, for a date no later than 35 business days following the date the registration statement is declared effective, (iii) solicit proxies from Public Stockholders to vote in favor of each of the Transaction Proposals, (iv) provide its stockholders (including the holders of TWC Class A Common Stock) with the opportunity to elect to effect a Redemption and (v) use reasonable best efforts to obtain the TWC Stockholder Approval.

Covenants of Cellebrite

Pursuant to the Business Combination Agreement, Cellebrite has agreed, among other things, to:

a.      prior to the Closing Date, obtain approval for and adopt the 2021 Incentive Plan and the ESPP;

b.      within two business days following the expiration of the sixty-day period after Cellebrite has filed current Form 10 information with the SEC, file an effective registration statement on Form S-8 (or other applicable form) with respect to Cellebrite’ common stock issuable under the 2021 Incentive Plan and the ESPP and use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectus or prospectuses contained therein) for so long as awards granted thereunder remain outstanding;

c.      cause: (i) an initial listing application in connection with the transactions contemplated by the Business Combination Agreement application to have been approved by Nasdaq; (ii) Cellebrite to satisfy all applicable initial listing requirements of Nasdaq; and (iii) the Cellebrite Ordinary Shares and Cellebrite Warrants issuable in accordance with the Business Combination Agreement (including the Merger) to be approved, subject to official notice of issuance;

d.      as soon as reasonably practicable following the date of the Business Combination Agreement, Cellebrite shall deliver to TWC (i) audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Cellebrite and its subsidiaries as of and for the years ended December 31, 2020, 2019 and 2018 and consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Cellebrite and its subsidiaries for each of the periods then ended, audited in accordance with the standards of the PCAOB and containing an unqualified report of Cellebrite’s auditors and (ii) an unaudited consolidated balance sheet of Cellebrite and its subsidiaries and consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Cellebrite and its subsidiaries as of and for a year-to-date period ended as of the end of a different fiscal quarter that is required to be included in any filings to be made by Cellebrite or TWC with the SEC in connection with the transactions contemplated by the Business Combination Agreement and the other Transaction Agreements;

e.      at or prior to Closing, terminate and settle all Affiliate Agreements (as defined in the Business Combination Agreement) set forth on the applicable section of Cellebrite’s disclosure letter without further liability to TWC, Cellebrite or any of its subsidiaries;

f.       during the Interim Period, not, and to use reasonable best efforts to cause its representatives to not, (i) initiate any negotiations with any person with respect to certain alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to any such alternative transaction;

          g.       subject to the terms of Cellebrite’s governing documents, take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time, the Cellebrite Board shall consist of at least nine (9) directors, as least two (2) of whom shall be external directors according to the requirements of Israeli law and five (5) of whom (who may include the external directors) shall be “independent” directors for the purposes of Nasdaq rules (each, an “Independent Director”), to initially consist of:

i.       one (1) director to be nominated by the Sponsor and reasonably acceptable to Cellebrite, who shall be designated as a “Class II Director” pursuant to the Amended Articles;

ii.      one (1) director to be nominated by the Sponsor and reasonably acceptable to Cellebrite, who shall be designated as a “Class III Director” pursuant to the Amended Articles;

ii.      at least seven (7) directors to be nominated in accordance with Cellebrite’s governing documents and applicable law, at least two (2) of whom shall be external directors according to the requirements of Israeli Law and five (5) of whom shall be Independent Directors;

h.      cause the Surviving Company (or another Cellebrite subsidiary at Cellebrite’s election) to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its governing documents concerning exculpation, indemnification and advancement of expenses of current or former directors or officers of TWC as provided in TWC’s governing documents as in effect as of immediately prior to the date of the Business Combination Agreement and (ii) purchase the D&O Tail if TWC has failed to do so, except that in no event will Cellebrite be required to pay a premium for such insurance in excess of 300% of the most recent annual premium payable by TWC with respect to its directors’ and officers’ liability insurance policy;

i.       on the Closing Date, enter into customary indemnification agreements reasonably satisfactory to each of Cellebrite and TWC with the post-Closing directors and officers of Cellebrite, which indemnification agreements will continue to be effective following the Closing;

j.       except as otherwise approved by TWC (which approval shall not be unreasonably withheld, conditioned or delayed) Cellebrite shall not (except for changes that would not increase conditionality or impose any new obligation on Cellebrite or TWC) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Share Purchase Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such permitted assignment or transfer provision);

k.      use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it deems to be proper or advisable to consummate the transaction contemplated by the Share Purchase Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the Share Purchase Agreements to cause the PIPE Investors to pay the applicable purchase price under each PIPE Investor’s applicable Share Purchase Agreement in accordance with its terms;

l.       (i) as promptly as practicable but not more than fifteen (15) days following the date the Registration Statement is declared effective by the SEC under the Securities Act, duly call and give notice of a general meeting of the Cellebrite shareholders (the “Cellebrite Special Meeting,” and the date that such notice is given, the “Cellebrite Special Meeting Notice Date”) and, no later than twenty (20) days following the Cellebrite Special Meeting Notice Date, Cellebrite shall convene and hold the Cellebrite Special Meeting, in each case, in accordance with Cellebrite’s governing documents and applicable law, for the purpose of, inter alia, obtaining all requisite approvals and authorizations from the Cellebrite shareholders in connection with the transactions contemplated hereby (including the Cellebrite Shareholder Approval) and related and customary procedural and administrative matters, which meeting shall be held as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, (ii) use its commercially reasonable efforts to obtain such approvals and authorizations from the Cellebrite shareholders at the Cellebrite Special Meeting, as well as any other consents, approvals, waivers or authorization that may be required pursuant to its governing documents

from Cellebrite shareholders in connection with the Cellebrite Shareholder Approval and all transactions contemplated herein, including by soliciting approvals, consents and waivers as promptly as practicable after the date hereof in accordance with applicable law for the purpose of obtaining such approvals, authorizations, consents and waivers from the Cellebrite shareholders and (iii) through its board of directors, recommend to Cellebrite shareholders that they provide the Cellebrite Shareholder Approval;

m.     prepare and, in good faith coordination with TWC and its Israeli counsel, file with the ITA an application for a ruling that will seek to determine: (i) that none of Sponsor, any TWC Stockholder, any holder of TWC Warrants, any PIPE Investor, and any assignee, transferee or successor thereof and any other Person that has acquired Cellebrite Shares or Cellebrite Warrants from any of the foregoing (collectively, “Indemnified TWC Parties”) are subject to Israeli Tax with respect to receipt of Cellebrite Shares and/or Cellebrite Warrants and/or any cash amount from the Trust Account or with respect to the Per Share Cash Consideration, Per Share Equity Consideration, the Price Adjustment Shares or the Additional Dividend, (ii) the tax treatment of the issuance of the Price Adjustment Shares and the Additional Dividend for Israeli Tax purposes and (iii) that the Capital Restructuring is not subject to Israeli withholding Tax (the “Transaction Tax Ruling”); and

n.      cause its legal counsel, advisors and accountants, in coordination with TWC, to prepare and file with the ITA an application in form and substance reasonably acceptable to TWC for a ruling, which will determine the taxation of the Price Adjustment Shares, issued with respect to the Cellebrite Ordinary Shares, Cellebrite Options and Cellebrite RSUs which were issued under any 102 Plan and designated as being taxed under Section 102(b)(2) of the ITO or Section 3(i) of the ITO (which ruling may be subject to customary conditions regularly associated with such a ruling and may be included as part of the Transaction Tax Ruling or as a separate ruling) (the “Israeli Option Tax Ruling”).

Joint Covenants of TWC and Cellebrite

In addition, each of TWC and Cellebrite has agreed, among other things, to take certain actions set forth below.

a.      Each of TWC and Cellebrite will (and TWC will cause the Sponsor to) comply promptly, but in no event later than ten (10) business days after the date of the Business Combination Agreement, with the notification and reporting requirements of the HSR Act and use its reasonable best efforts to obtain early termination of the waiting period under the HSR Act.

b.      Each of TWC and Cellebrite will substantially comply with any information or document requests by governmental authorities as contemplated by the Business Combination Agreement.

c.      Each of TWC and Cellebrite will (and, to the extent required, will cause its affiliates to) (i) request early termination of any waiting period or periods under the HSR Act and exercise its reasonable best efforts to (x) obtain termination or expiration of the waiting period or periods under the HSR Act and (y) prevent the entry, in any legal proceeding brought by an antitrust authority or any other person, of any governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by the Business Combination Agreement and (ii) take certain other actions to cooperate to avoid any governmental order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Business Combination, including sharing relevant information with the other parties thereto for such purposes (subject to, as applicable, a requirement to obtain Cellebrite’s and TWC’s prior written consent with respect to certain such actions identified above as contemplated by the Business Combination Agreement).

d.      Each of TWC and Cellebrite will, subject to bona fide policies or applicable laws in connection with COVID-19 (including any COVID-19 Measures) and subject to confidentiality obligations that may be applicable to information furnished by third parties and except for any information that is subject to attorney-client privilege, and to the extent permitted by applicable law, afford the other party and its accountants, counsel and other representatives reasonable access during the Interim Period to its and its subsidiaries properties, books, contracts, commitments, tax returns, records and appropriate officers and employees and furnish such representatives with all financial and operating data and other information concerning the affairs of its and its subsidiaries that are in their possession as such representatives may reasonably request.  

          e.      TWC and Cellebrite will jointly prepare and TWC will file with the SEC the proxy statement/registration statement in connection with the registration under the Securities Act of the Cellebrite Ordinary Shares to be paid at the Closing.

f.       Each of TWC and Cellebrite will use its reasonable best efforts to cause the proxy statement/registration statement to comply with the rules and regulations promulgated by the SEC, to have the proxy statement/registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the proxy statement/registration statement effective as long as is necessary to consummate the transactions contemplated by the Business Combination Agreement and otherwise ensure that the information contained therein contains no untrue statement of material fact or material omission.

g.      TWC and Cellebrite will each, and will each cause their respective subsidiaries to, use reasonable best efforts to obtain all material consents and approvals of third parties that any of TWC, Cellebrite, or their respective affiliates are required to obtain in order to consummate the Business Combination.

h.      Each of Cellebrite and TWC will, prior to the Closing, use all reasonable efforts to approve in advance in accordance with the applicable requirements of Rule 16b-3 promulgated under the Exchange Act, any dispositions of the Cellebrite capital stock (including derivative securities with respect to the Cellebrite capital stock) and acquisitions of Cellebrite Ordinary Shares (including derivative securities with respect to Cellebrite Ordinary Shares) resulting from the transactions contemplated by the Business Combination Agreement by each officer or director of TWC or Cellebrite who is subject to Section 16 of the Exchange Act (or who will become subject to Section 16 of the Exchange Act) as a result of the transactions contemplated by the Business Combination Agreement.

i.       Any backstop financing in connection with the transactions contemplated by the Business Combination Agreement in the form of a purchase of newly issued Cellebrite Ordinary Shares from the Company and arranged by TWC shall be subject to Cellebrite’s prior written approval (which approval it may withhold, delay or condition in its sole discretion).

j.       Each of Cellebrite, TWC and the Exchange Agent will enter into an assignment and assumption agreement pursuant to which TWC will assign to Cellebrite all of its rights, interests, and obligations in and under the Warrant Agreement and the terms and conditions of the Warrant Agreement shall be amended and restated.

k.      Each of Cellebrite and TWC will promptly notify the other party in writing of any stockholder litigation related to the Business Combination Agreement or the other Transaction Agreements or the transactions contemplated thereby brought or threatened in writing against Cellebrite or TWC, or any of the respective members of their boards of directors, after the date of the Business Combination Agreement and prior to the Effective Time and shall keep the other party reasonably informed with respect to the status thereof, and TWC will (i) give Cellebrite the opportunity to participate in (but not control) the defense of any such litigation against TWC and keep Cellebrite reasonably apprised of, and consult with Cellebrite (and consider in good faith Cellebrite’s advice), with respect to, proposed strategy and any material decisions related thereto and (ii) not settle or agree to settle any such litigation against TWC without Cellebrite’s prior written consent.

Closing Conditions

The consummation of the Business Combination is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions set forth below. Therefore, unless these conditions are satisfied or waived by the applicable parties to the Business Combination Agreement, the Business Combination may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions of the Business Combination Agreement.

Minimum Cash Condition

The Business Combination Agreement provides that the obligations of Cellebrite to consummate the Business Combination are conditioned on, among other things, that as of immediately prior to the Closing, (i) the amount of cash and cash equivalents available in the Trust Account, after deducting the amount required to satisfy TWC’s obligations to its stockholders (if any) that exercise their rights to redeem their Public Shares and after payment of TWC transaction expenses (but prior to the payment of any Cellebrite transaction expenses (such amount,

the “Trust Amount”), plus (ii) the amount actually received at or prior to the Closing from the PIPE Investors in connection with the PIPE Investment, plus (iii) the amount of any backstop financing received by TWC prior to the Effective Time, plus (iv) as of immediately prior to the Closing, the amount of cash and cash equivalents held by TWC without restriction outside of the Trust Account, and any interest earned on the amount of cash held inside the Trust Account (less any indebtedness or other accrued payment obligations of TWC that do not constitute TWC transaction expenses) (the “Additional TWC Cash”), must be equal to or greater than $300,000,000 (the “Minimum Cash Condition”).

Conditions to the Obligations of Each Party

The obligations of each party to the Business Combination Agreement to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

a.      the approval of the Transaction Proposals by TWC’s stockholders will have been obtained (the “TWC Stockholder Approval”);

b.      the approval of the Transaction Proposals by Cellebrite’s stockholders will have been obtained (the “Cellebrite Shareholder Approval”);

c.      the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

d.      the waiting period or periods under the HSR Act will have been obtained, expired or terminated, as applicable;

e.      there will not be in force any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, in each case, to the extent the applicable governmental authority has jurisdiction over the parties to the Business Combination Agreement and the transactions contemplated thereby;

f.       Cellebrite will have at least $2,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the payment of amounts required to satisfy TWC’s obligations to its stockholders (if any) that exercise their rights to redeem their Public Shares;

g.      TWC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the payment of amounts required to satisfy TWC’s obligations to its stockholders (if any) that exercise their rights to redeem their Public Shares;

h.      the shares of Cellebrite Ordinary Shares and Cellebrite Warrants to be issued in connection with the Business Combination will have been approved for listing on Nasdaq and such approval shall be ongoing, and not revoked or withdrawn, as of the Closing Date; and

i.       the Capital Restructuring shall have been completed in accordance with the terms of the Business Combination Agreement and Cellebrite’s governing documents.

Conditions to the Obligations of TWC

The obligations of TWC to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by TWC:

a.      each of the fundamental representations of Cellebrite contained in the Business Combination Agreement will be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will have been true and correct in all material respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;

          b.      the representation and warranty of Cellebrite that, from September 30, 2020 to the date of the Business Combination Agreement, there has not been a Cellebrite Material Adverse Effect shall be true and correct as of the Closing Date in all respects;

c.      the other representations and warranties of Cellebrite contained in the Business Combination Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Cellebrite Material Adverse Effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties will have been true and correct at and as of such date, except for, in each case, any failure to be so true and correct that would not, individually or in the aggregate, have a Cellebrite Material Adverse Effect;

d.      each of the covenants of Cellebrite and Merger Sub to be performed as of or prior to the Closing will have been performed in all material respects;

e.      there shall not have occurred a Cellebrite Material Adverse Effect after the date of the Business Combination Agreement that is continuing; and

f.       either (i) the ITA shall have issued the Transaction Tax Ruling which is in form and substance reasonably satisfactory to TWC, or (ii) Cellebrite, at its sole and absolute discretion, shall have made an irrevocable written undertaking (which shall be enforceable by each Indemnified TWC Party) to fully indemnify and hold harmless (on grossed up basis, to account for their related tax liability and for their Cellebrite holdings) the Indemnified TWC Parties from any Israeli tax actually incurred by such Indemnified TWC Parties which should have been exempted by the Transaction Tax Ruling and from any Israeli tax actually incurred by Cellebrite as a result of the Capital Restructuring, the Additional Dividend and Price Adjustment Shares (including from all costs and expenses, including reasonable attorney costs, associated with such Tax, including in defending such matters).

Conditions to the Obligations of Cellebrite and Merger Sub

The obligation of Cellebrite and Merger Sub to consummate, or cause to be consummated, the Business Combination is subject to the satisfaction of the following conditions any one or more of which may be waived in writing by Cellebrite:

a.      each of the fundamental representations of TWC contained in the Business Combination Agreement will be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will have been true and correct in all material respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;

b.      each of the other representations and warranties of TWC contained in the Business Combination Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct, in each case as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, any failure to be so true and correct that would not that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, condition, results of operations or listing status of TWC or be reasonably likely to prevent or materially delay or materially impede the ability of TWC to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Agreements;

c.      each of the covenants of TWC to be performed as of or prior to the Closing will have been performed in all material respects; and

d.      the Minimum Cash Condition shall be satisfied. See “— The Business Combination Agreement — Minimum Cash Condition.”

Termination; Effectiveness

The Business Combination Agreement may be terminated and the Business Combination abandoned at any time prior to the Closing:

a.      by mutual written consent of Cellebrite and TWC;

b.      by TWC in the event of certain uncured breaches on the part of Cellebrite or Merger Sub or if the Closing has not occurred on or before the Agreement End Date, unless TWC is in material breach of the Business Combination Agreement;

c.      by Cellebrite in the event of certain uncured breaches on the part of TWC or if the Closing has not occurred on or before the Agreement End Date, unless Cellebrite or Merger Sub is in material breach of the Business Combination Agreement;

d.      by Cellebrite or TWC if any governmental authority has enacted, issued, promulgated, enforced or entered any governmental order which has become final and non-appealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination;

e.      by Cellebrite if the TWC Stockholder Approval will not have been obtained by reason of the failure to obtain the required vote at a meeting of TWC’s stockholders duly convened therefor or at any adjournment thereof;

f.       by Cellebrite if there has been a modification in recommendation of the TWC Board with respect to any of the Transaction Proposals; or

g.      by TWC, if the Cellebrite Shareholder Approval will not have been obtained by reason of the failure to obtain the required vote at a meeting of the Cellebrite shareholders duly convened therefor or at any adjournment thereof.

In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or stockholders, other than liability of Cellebrite, TWC or Merger Sub, as the case may be, for any willful breach of the Business Combination Agreement, willful misconduct or actual fraud, other than with respect to certain exceptions contemplated by the Business Combination Agreement (including the terms of the Confidentiality Agreement) that will survive any termination of the Business Combination Agreement.

Waiver; Amendments

Each provision in the Business Combination Agreement may only be waived in writing, making specific reference to the Business Combination Agreement, and signed by the party or parties against whom enforcement of any such waiver is sought.

The Business Combination Agreement may only be amended or modified by written agreement executed and delivered by duly authorized officers of each of Cellebrite, TWC and Merger Sub; provided that no amendment will be made after the Effective Time; provided, further, that after receipt of the TWC Stockholder Approval, if any amendment requires further approval of the TWC stockholders, the effectiveness of the amendment will be subject to such approval.

Fees and Expenses

Subject to the following sentence, each party to the Business Combination Agreement will be responsible for and pay its own expenses incurred in connection with the Business Combination Agreement and the transactions contemplated hereby, including all fees of its legal counsel, financial advisers and accountants. If the Closing occurs, Cellebrite will, upon the consummation of the Business Combination and release of proceeds from the Trust Account, pay or cause to be paid all accrued and unpaid transaction expenses of Cellebrite and its subsidiaries and pay or cause to be paid all accrued and unpaid transaction expenses of TWC or its affiliates (including the Sponsor). TWC and Cellebrite will exchange written statements listing all accrued and unpaid transaction expenses not more than five (5) business days or less than two (2) business days prior to the Closing Date.

Certain Engagements in Connection with the Business Combination and Related Transactions

BofA Securities is acting as capital markets advisor to TWC and J.P. Morgan is acting as financial advisor to Cellebrite in connection with the proposed Business Combination. In connection with such engagements, BofA Securities and J.P. Morgan will receive fees and expense reimbursements customary for business combinations (in each case subject to the terms and conditions of their respective engagement letters with TWC and Cellebrite). In addition, BofA Securities and J.P. Morgan are acting as co-placement agents to Cellebrite and TWC in connection with the PIPE Investments and will receive fees and expense reimbursements customary for a PIPE transaction.

AGREEMENTS ENTERED INTO IN CONNECTION WITH
THE BUSINESS COMBINATION AGREEMENT

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Special Meeting.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, TWC, Sponsor, Cellebrite and the persons set forth on Schedule I thereto (such Persons, together with the Sponsor, the “Sponsor Parties”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, (i) each Sponsor Party and each director of TWC agreed to vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) each Sponsor Party agreed to deliver a duly executed copy of the Investor Rights Agreement (as defined below) on the date of Closing, (iii) each Sponsor Party acknowledges the Lock-Up Restrictions set forth in the Amended Articles (as defined below) and acknowledges that such Lock-Up Restrictions shall be binding and enforceable against such Sponsor Party upon the Amended Articles coming into effect and (iv) each Sponsor Party agreed to waive and not exercise any rights to adjustment or other anti-dilution protections with respect to the rate at which shares of Class B common stock of TWC convert into TWC Shares under the terms of TWC’s certificate of incorporation. In addition:

•        the Sponsor Parties agreed to forfeit, on a pro rata basis, immediately prior to the Effective Time, a number of TWC Shares equal to (x) 1,500,000, plus (y) the excess (if any) of TWC’s unpaid transaction expenses as of the Closing (to the extent not paid by the Sponsor and/or the Sponsor Parties without further liability to TWC) over the sum of the Additional TWC Cash plus $40,000,000, divided by the Reference Price (the “Equity Cancellation”); and

•        the Cellebrite Shares issued in respect of TWC Shares held by the Sponsor Parties as of the date of the Sponsor Support Agreement and not forfeited pursuant to the Equity Cancellation will be subject to vesting criteria (on a pro rata basis) as follows:

•        44.4444444444% of such Cellebrite Shares will automatically vest at the Closing;

•        22.2222222222% of such Cellebrite Shares will vest upon the occurrence of a Triggering Event I;

•        22.2222222222% of such Cellebrite Shares will vest upon the occurrence of a Triggering Event II;

•        11.1111111112% of such Cellebrite Shares will vest upon such time as the volume weighted average price of Cellebrite Ordinary Shares is, at any time during the Price Adjustment Period, greater than or equal to $30.00 over any twenty (20) trading days within any thirty (30) trading day period; and

•        provided, that (x) the Price Adjustment Period for purposes of determining the vesting of such Cellebrite Shares will be deemed to be a period of seven (7) years, (y) in the event of a Change of Control of Cellebrite during the Price Adjustment Period (as described in the foregoing clause (x)), all unvested Cellebrite Shares will vest and (z) upon the expiration of the Price Adjustment Period (as described in the foregoing clause (x)), any unvested Cellebrite Shares that have not vested as of such time will be forfeited.

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the expiration of all covenants, rights and obligations set forth therein and (iii) the written agreement of TWC, the Sponsor and Cellebrite. Upon such termination of the Sponsor Agreement, all obligations of the parties under the Sponsor Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof

or the transactions contemplated thereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Agreement will not relieve any party thereto from liability arising in respect of any breach of the Sponsor Agreement prior to such termination.

Cellebrite Holders Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, TWC, Cellebrite and certain shareholders of Cellebrite entered into shareholder support agreements (the “Cellebrite Shareholders Support Agreements”), pursuant to which, among other things, such shareholders agreed to (i) vote in favor of, and to adopt and approve, the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) deliver a duly executed copy of the Investor Rights Agreement substantially simultaneously with the Effective Time and (iii) acknowledge the Lock-Up restrictions set forth in the Amended Articles and acknowledge that such Lock-Up restrictions shall be binding and enforceable against such shareholders upon the Amended Articles coming into effect.

The Cellebrite Holders Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the consummation of the Business Combination or the termination of the Business Combination Agreement and (ii) with respect to any Cellebrite shareholder party thereto, the written agreement of TWC, Cellebrite and such shareholder. Upon such termination of the Cellebrite Holders Support Agreement, all obligations of the parties under Cellebrite Holders Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Cellebrite Holders Support Agreement will not relieve any party thereto from liability arising in respect of any willful breach of the Cellebrite Holders Support Agreement prior to such termination.

Redemption and Voting Agreement

Contemporaneously with the execution of the Business Combination Agreement, TWC and certain institutional investors entered into a redemption and voting agreement with respect to 4,750,000 TWC Shares (the “Redemption and Voting Agreement”), pursuant to which, among other things, such institutional investors have agreed to (i) elect to exercise redemption rights with respect to TWC Shares beneficially owned by them and (ii) vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby.

Share Purchase Agreement

Contemporaneously with the execution of the Business Combination Agreement, certain accredited investors, including Adam H. Clammer, the chief executive officer of TWC, and James H. Greene, Jr., the chairman of TWC (collectively, the “PIPE Investors”), entered into share purchase agreements (each, a “Share Purchase Agreement”) pursuant to which the PIPE Investors have committed to purchase 30,000,000 Cellebrite Ordinary Shares from certain Cellebrite shareholders at a purchase price of $10.00 per share and an aggregate purchase price of $300,000,000 (the “PIPE Investments”). Messrs Clammer and Greene have each committed to make PIPE investments of $5,000,000. The purchase of the Cellebrite Ordinary Shares by PIPE Investors is conditioned upon, and will be consummated substantially concurrent with, the Closing.

J.P. Morgan’s equity capital markets group and BofA Securities are acting as co-placement agents to TWC in connection with the PIPE Investments and J.P. Morgan’s M&A financial advisory group is acting as financial advisor to Cellebrite in connection with the proposed business combination. In connection with such engagements, J.P. Morgan’s equity capital markets group and BofA Securities (or its respective affiliates) will receive fees and expense reimbursements customary for the PIPE Investments (subject to the terms and conditions of its respective engagement letters with TWC and Cellebrite). J.P. Morgan’s M&A advisory group will receive fees and expense reimbursements customary for business combination (subject to the terms and conditions of its engagement letter with Cellebrite). J.P. Morgan and BofA Securities and their respective affiliates have engaged in, or may in the future engage in, as applicable, investment banking and other commercial dealings in the ordinary course of business with Cellebrite. They have received, or may in the future receive, as applicable, customary fees and commissions for these transactions.

Investor Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, certain TWC Stockholders who will receive Cellebrite Ordinary Shares and certain Cellebrite equityholders (collectively “Cellebrite Equityholders”) and Cellebrite will enter into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, among other things, Cellebrite will agree to file a registration statement within 30 days of the Effective Time to register for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (x) the Cellebrite Ordinary Shares and Cellebrite Warrants issued or issuable pursuant to the Business Combination Agreement (including the Cellebrite Ordinary Shares underlying the Cellebrite Warrants, any and all earned Price Adjustment Shares (as defined in the Business Combination Agreement), and the Cellebrite Ordinary Shares issued pursuant to the Share Purchase Agreement), (y) certain Cellebrite Ordinary Shares held by Cellebrite Equityholders which were subject to registration rights pursuant to other registration rights agreements in existence prior to the date hereof. The Investor Rights Agreement also permits underwritten takedowns and provides for customary “piggyback” registration rights. Cellebrite will agree to indemnify Sponsor and certain of Sponsor’s related persons from certain liabilities arising from the Business Combination Agreement, the transactions agreements relating to the Business Combination, and the transactions and filings contemplated thereby, subject to certain limitations set forth in the Investor Rights Agreement.

Amended Articles

The Business Combination Agreement contemplates that, at the Closing, Cellebrite will adopt the amended and restated articles of association in connection with the Business Combination (the “Amended Articles”), pursuant to which, among other things, (i) Cellebrite shareholders will be subject to certain restrictions on transfer (“Lock-Up Restrictions”) with respect to Cellebrite Ordinary Shares held by each such holder (subject to certain exceptions) for a period ending on the earlier of (x) the date that is 180 days after the date of Closing, (y) with respect to a specified portion of the shares subject to restriction, the trading price of Cellebrite Ordinary Shares achieving the target set forth in the Amended Articles and (z) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction which results in all of Cellebrite shareholders having the right to exchange their Cellebrite Ordinary Shares for cash, securities or other property subsequent, so long as Cellebrite shareholders as of immediately prior to such transaction hold less than 50% of the equity interests of the acquiror, successor entity or surviving entity (as applicable) and (ii) Sponsor, IGP Saferworld, Limited Partnership, and SUNCORPORATION will have certain director nomination rights.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax considerations of the Merger to U.S. Holders (as defined below) of TWC common stock and TWC Warrants (collectively “TWC securities”). The following discussion also summarizes the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of TWC common stock that elect to have their common stock redeemed for cash and the material U.S. federal income tax consequences of the ownership and disposition of Cellebrite Ordinary Shares and Cellebrite Warrants following the Merger. This discussion applies only to the TWC securities, Cellebrite Ordinary Shares and Cellebrite Warrants, as the case may be, that are held as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment).

The following does not purport to be a complete analysis of all potential tax effects arising in connection with the closing of the Merger, the redemptions of TWC common stock or the ownership and disposition of Cellebrite Ordinary Shares and Cellebrite Warrants. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. Neither TWC nor Cellebrite has sought nor will seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS will not take or a court will not sustain a contrary position regarding the tax consequences discussed below.

This discussion does not address the tax treatment of Cellebrite Ordinary Shares or Cellebrite Warrants to be issued to holders of outstanding Cellebrite Preferred Shares in connection with the Merger. This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•        banks, insurance companies, and certain other financial institutions;

•        regulated investment companies and real estate investment trusts;

•        brokers, dealers or traders in securities;

•        traders in securities that elect to mark to market;

•        tax-exempt organizations or governmental organizations;

•        U.S. expatriates and former citizens or long-term residents of the United States;

•        persons holding TWC securities or Cellebrite Ordinary Shares and/or Cellebrite Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated or similar transaction;

•        persons subject to special tax accounting rules as a result of any item of gross income with respect to TWC securities or Cellebrite Ordinary Shares and/or Cellebrite Warrants, as the case may be, being taken into account in an applicable financial statement;

•        persons that actually or constructively own 5% or more (by vote or value) of the outstanding TWC common stock or, after the Merger, the issued Cellebrite Ordinary Shares ;

•        founders, sponsors, officers or directors of TWC or holders of Sponsor Warrants;

•        “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•        S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

•        U.S. Holders having a functional currency other than the U.S. dollar;

•        persons who hold or received TWC securities or Cellebrite Ordinary Shares and/or Cellebrite Warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and

•        tax-qualified retirement plans.

In addition, this summary does not address any tax consequences to investors that directly or indirectly hold equity interests in Cellebrite prior to the Business Combination, including holders of TWC securities that also hold, directly or indirectly, equity interests in Cellebrite. With respect to the consequences of holding Cellebrite Ordinary Shares, this discussion is limited to holders who acquire such Cellebrite Ordinary Shares in connection with the Business Combination or as a result of the exercise of a Cellebrite warrant, and with respect to the consequences of holding Cellebrite Warrants, this discussion is limited to holders who held TWC Warrants prior to and through the Business Combination.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds TWC securities, Cellebrite Ordinary Shares and/or Cellebrite Warrants, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain determinations made at the owner level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

For purposes of this discussion, because any TWC Unit consisting of one TWC common stock and one-third of one TWC Warrant is separable at the option of the holder, TWC is treating any common stock and one-third of one TWC Warrant held by a holder in the form of a single TWC Unit as separate instruments and is assuming that the TWC Unit itself will not be treated as an integrated instrument. Accordingly, the separation of a TWC Unit in connection with the consummation of the Business Combination generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of TWC Units and TWC securities are urged to consult their tax advisors concerning the U.S. federal, state, local and any foreign tax consequences of the transactions contemplated by the Business Combination (including any redemption of TWC common stock for cash) with respect to any TWC securities held through a TWC Unit (including alternative characterizations of a TWC unit).

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares of TWC securities, Cellebrite Ordinary Shares, and/or Cellebrite Warrants, as the case may be, that is for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation) created or organized in, or under the laws of the United States, any state thereof, or the District of Columbia;

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGER AND THE U.S. FEDERAL INCOME TAX TREATMENT TO HOLDERS OF TWC SECURITIES DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGER IS INHERENTLY UNCLEAR. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGER, THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO TWC

COMMON STOCK, AND THE OWNERSHIP AND DISPOSITION OF CELLEBRITE ORDINARY SHARES AND CELLEBRITE WARRANTS TO ANY PARTICULAR HOLDER WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, AND LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF THE MERGER, THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO TWC COMMON STOCK, AND THE OWNERSHIP AND DISPOSITION OF CELLEBRITE ORDINARY SHARES AND/OR CELLEBRITE WARRANTS.

U.S. Federal Income Tax Treatment of Cellebrite

Tax Residence of Cellebrite for U.S. Federal Income Tax Purposes

Although Cellebrite is incorporated and tax resident in Israel, the IRS may assert that it should be treated as a U.S. corporation (and therefore a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation (or U.S. tax resident) if it is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia and a corporation is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not a U.S. corporation. Because Cellebrite is an entity incorporated and tax resident in Israel, it would generally be classified as a foreign corporation (or non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated and foreign tax resident entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. The Section 7874 rules are complex and require analysis of all relevant facts, and there is limited guidance and significant uncertainties as to their application.

Under Code Section 7874, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (ii) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% (or 60% if the Third Country Rule, as defined herein, applies) of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Section 7874 Percentage”), and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of tax residency relative to such expanded affiliated group’s worldwide activities (the “Substantial Business Activities Exception”). In order to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets and gross income of the foreign acquiring corporation’s “expanded affiliated group” must be based, incurred, located and derived, respectively, in the country in which the foreign acquiring corporation is a tax resident after the acquisition. The Treasury regulations promulgated under Code Section 7874 (the “Section 7874 Regulations”) generally also provide that if (i) there is an acquisition of substantially all of the assets held directly or indirectly by a U.S. corporation after which the shareholders of the acquired U.S. corporation hold, by vote or value, at least 60% of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. acquired corporation, and (ii) in a related acquisition, such foreign acquiring corporation acquires another foreign corporation exceeding a certain threshold value, and the foreign acquiring corporation is not tax resident in the foreign country in which the acquired foreign corporation was tax resident prior to the transactions, then the foreign acquiring corporation will be treated as a domestic corporation for U.S. federal income tax purposes (the “Third Country Rule”). The Section 7874 Regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations for purposes of Code Section 7874 that are conducted as part of a plan or conducted over a 36-month period. Moreover, certain acquisitions of U.S. corporations over a 36-month period will impact the Section 7874 Percentage, making it more likely that Code Section 7874 will apply to a foreign acquiring corporation.

Cellebrite will indirectly acquire substantially all of the assets of TWC through the Merger. Cellebrite does not expect the Third Country Rule to be applicable to the Merger. As a result, Section 7874 of the Code may apply to cause Cellebrite to be treated as a U.S. corporation for U.S. federal income tax purposes following the Merger depending on whether the Section 7874 Percentage equals or exceeds 80%, subject to the applicability of the Substantial Business Activities Exception.

Based upon the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Section 7874 Regulations, and certain factual assumptions, TWC and Cellebrite currently expect that the Section 7874 Percentage of TWC stockholders in Cellebrite should be less than 80% after the Merger. Accordingly, Cellebrite is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by changes in such U.S. tax laws with possible retroactive effect) and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 80% must be finally determined after completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. Moreover, former holders of TWC securities may be deemed to own an amount of Cellebrite Ordinary Shares in respect to certain redemptions by TWC of TWC common stock prior to the Merger for purposes of determining the ownership percentage of former holders of TWC securities under Section 7874 of the Code. Accordingly, the status of Cellebrite as a foreign corporation is inherently uncertain and there can be no assurance that the IRS will not challenge the status of Cellebrite as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Code Section 7874 Cellebrite’s status as a foreign corporation for U.S. federal income tax purposes, Cellebrite and certain Cellebrite shareholders would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Cellebrite and future withholding taxes on certain Cellebrite shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes, and holders of Cellebrite Ordinary Shares and/or Cellebrite Warrants would be treated as holders of stock and warrants of a U.S. corporation.

However, even if the Section 7874 Percentage was such that Cellebrite were still respected as a foreign corporation under Code Section 7874, Cellebrite may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If Cellebrite were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations would exclude certain shares of Cellebrite attributable to the Merger for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Code Section 7874 would apply to such subsequent acquisition.

The remainder of this discussion assumes that Cellebrite will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Utilization of TWC’s Tax Attributes and Certain Other Adverse Tax Consequences to Cellebrite and Cellebrite’s Shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. Specifically, Code Section 7874 can apply in this manner if (i) the foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, (ii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, (iii) the Third Country Rule does not apply, and (iv) the foreign corporation’s “expanded affiliated group” does not meet the Substantial Business Activities Exception.

Based upon the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations, and certain factual assumptions, TWC and Cellebrite currently expect that the Section 7874 Percentage should be less than 60% after the Merger. Accordingly, the limitations and other rules described above are not expected to apply to Cellebrite or TWC after the Merger.

If the Section 7874 Percentage applicable to the Merger is at least 60% but less than 80% and the Third Country Rule does not apply (as expected), Cellebrite and certain of Cellebrite’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Cellebrite include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated

as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%. However, as a blank check company whose assets are primarily comprised of cash and cash equivalents, it is not expected that TWC will have a significant amount of inversion gain as a result of the Merger. Moreover, if it is determined that the Section 7874 Percentage is at least 60% and that Cellebrite is tax resident in a jurisdiction other than Israel, the Third Country Rule would apply and Cellebrite would be treated as a U.S. corporation under Section 7874 of the Code in the same manner as described above under “— Tax Residence of Cellebrite for U.S. Federal Income Tax Purposes.”

The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 60% must be finally determined after completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. In addition, changes to the rules in Code Section 7874 or Section 7874 Regulations, or other changes in law, could adversely affect the above determination for U.S. federal income tax purposes. Therefore, the application of Code Section 7874 is inherently uncertain. There can be no assurance that the IRS will not challenge whether Cellebrite is subject to the above rules or that such a challenge would not be sustained by a court. If the IRS successfully applied these rules to Cellebrite, significant adverse tax consequences would result for Cellebrite and for certain Cellebrite shareholders, including a higher effective corporate tax rate on Cellebrite.

U.S. Holders

U.S. Federal Income Tax Considerations of the Merger

Tax Consequences of the Merger Under Section 368(a) of the Code

To qualify as a reorganization within the meaning of Section 368(a) of the Code (a “reorganization”), a transaction must satisfy certain requirements, including, among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of Treasury regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation with investment-type assets, such as TWC, the qualification of the Merger as a reorganization is not free from doubt. Moreover, the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify as a reorganization, and neither TWC nor Cellebrite intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger. Accordingly, no assurance can be given that the IRS will not challenge the Merger’s qualification as a reorganization or that a court will not sustain such a challenge by the IRS. Neither TWC nor Cellebrite nor any other party to the Merger Agreement makes any representations or provides any assurances regarding the tax treatment of the Merger, including whether the Merger qualifies as a reorganization, or any related transactions. Furthermore, because of the legal and factual uncertainties described above, it is unclear whether the Merger qualifies as a reorganization, and, as a result, no opinion of counsel has or will be provided regarding the qualification of the Merger as a reorganization. U.S. Holders of TWC securities are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the Merger, including with respect to its qualification as a “reorganization.”

If, at the Effective Time, the requirements for Code Section 368 are met, the tax treatment of a U.S. Holder of TWC securities would be as described below under “U.S. Holders exchanging TWC Securities for Cellebrite Ordinary Shares and/or Cellebrite Warrants.”

If, at the Effective Time, any requirement for Code Section 368(a) is not met, a U.S. Holder of TWC securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value as of the closing date of the Merger of Cellebrite Ordinary Shares and/or Cellebrite Warrants received by such holder in the Merger, plus the amount of cash received in the Merger, over such U.S. Holder’s adjusted tax basis in the TWC securities surrendered by such U.S. Holder in the Merger. Any gain or loss so recognized would generally be long-term capital gain or loss if the U.S. Holder had held the TWC securities for more than one year (or short-term capital gain otherwise). Long-term capital gains of non-corporate U.S. Holders (including individuals) currently are eligible for preferential U.S. federal income tax rates. However, the deductibility of capital losses is subject to

limitations. A U.S. Holder’s initial tax basis in the Cellebrite Ordinary Shares and/or Cellebrite Warrants received in the Merger will equal the fair market value of such stock or warrants upon receipt. A U.S. Holder’s holding period in the Cellebrite Ordinary Shares and/or Cellebrite Warrants received in the Merger, if any, will begin on the day following the closing date of the Merger and would not include the holding period for the TWC securities surrendered in exchange therefor.

Tax Consequences of the Merger Under Section 367(a) of the Code

Section 367(a) of the Code and the Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. corporation in a transaction that would otherwise qualify as a reorganization under Section 368(a) of the Code, the U.S. person is required to recognize any gain (but not loss) realized on such exchange unless certain additional requirements are satisfied.

In general, for the Merger to meet these additional requirements, certain reporting requirements must be satisfied and (i) no more than 50% of both the total voting power and the total value of the stock of the transferee non-U.S. corporation is received, in the aggregate, by the “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) in the transaction; (ii) no more than 50% of each of the total voting power and the total value of the stock of the transferee non-U.S. corporation is owned, in the aggregate, immediately after the transaction by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferred U.S. corporation; and (iii) the “active trade or business test” as defined in Treasury regulations Section 1.367(a)-3(c)(3) must be satisfied. Conditions (i), (ii), and (iii) are expected to be met, and, as a result, the Merger is expected to satisfy the applicable requirements under Section 367(a) of the Code on account of such conditions. Accordingly, it is intended that the Merger does not result in gain recognition by a U.S. Holder exchanging TWC common stock for Cellebrite Ordinary Shares so long as either (A) the U.S. Holder is not a “five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferee non-U.S. corporation (by total voting power or by total value) or (B) the U.S. Holder is a “five-percent transferee shareholder” of the transferee non-U.S. corporation and enters into an agreement with the IRS to recognize gain under certain circumstances. All U.S. Holders that will own 5% or more of either the total voting power or the total value of the outstanding shares of Cellebrite after the Merger (taking into account, for this purpose, ownership of Cellebrite Ordinary Shares acquired in connection with the Merger and any Cellebrite Ordinary Shares not acquired in connection with the Merger) may want to enter into a valid “gain recognition agreement” under applicable Treasury regulations and are strongly urged to consult their own tax advisors to determine the particular consequences to them of the Merger.

Whether the requirements described above are met will depend on facts existing at the Effective Time, and the closing of the Merger is not conditioned upon the receipt of an opinion of counsel or ruling from the IRS that the Merger will not result in gain being recognized by U.S. Holders of TWC securities under Section 367(a) of the Code. Therefore, treatment of the Merger under Section 367(a) is inherently uncertain. In addition, no assurance can be given that the IRS will not challenge that the relevant requirements under Section 367(a) of the Code and the Treasury regulations promulgated thereunder have been met with respect to the Merger, or that a court would not sustain such a challenge.

If the Merger does meet the requirements of Section 368(a) of the Code but, at the Effective Time, any requirement for Section 367(a) of the Code not to impose gain on U.S. Holders is not satisfied, then a U.S. Holder of TWC securities generally would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the Merger of the Cellebrite Ordinary Shares and/or Cellebrite Warrants received by such holder in the Merger, plus the amount of cash received in the Merger, over such U.S. Holder’s tax basis in the TWC securities surrendered by such U.S. Holder in the Merger. Any gain so recognized would generally be long-term capital gain if the U.S. Holder had held the TWC securities for more than one year at the Effective Time (or short-term capital gain otherwise). Long-term capital gain of non-corporate U.S. Holders (including individuals) currently is eligible for preferential U.S. federal income tax rates. A U.S. Holder’s initial tax basis in the Cellebrite Ordinary Shares and/or Cellebrite Warrants received in the Merger will equal the fair market value of such stock or warrants upon receipt. A U.S. Holder’s holding period in the Cellebrite Ordinary Shares and/or Cellebrite Warrants received in the Merger, if any, will begin on the day following the closing date of the Merger and would not include the holding period for the TWC securities surrendered in exchange therefor.

The rules dealing with Section 367(a) of the Code discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, you are strongly urged to consult your tax advisor concerning the application of these rules to your exchange of TWC securities under your particular circumstances, including, if you believe you will be a five-percent transferee shareholder and the possibility of entering into a “gain recognition agreement” under applicable Treasury regulations.

U.S. Holders exchanging TWC Securities for Cellebrite Ordinary Shares and/or Cellebrite Warrants

If the Merger qualifies as a reorganization under Section 368(a) of the Code and is not taxable under Section 367(a) of the Code a U.S. Holder generally would not recognize gain or loss if, pursuant to the Merger, the U.S. Holder either (i) exchanges only TWC common stock (but not TWC Warrants) for Cellebrite Ordinary Shares, (ii) exchanges TWC Warrants for Cellebrite Warrants, or (iii) both exchanges TWC common stock for Cellebrite Ordinary Shares and exchanges its TWC Warrants for Cellebrite Warrants.

In such a case, the aggregate tax basis of the Cellebrite Ordinary Shares received by a U.S. Holder in the Merger should be equal to the aggregate adjusted tax basis of TWC common stock surrendered in exchange therefor. The tax basis in a Cellebrite Warrant received by a U.S. Holder in the Merger should be equal to the adjusted tax basis of the TWC Warrant exchanged therefor. The holding period of the Cellebrite Ordinary Shares and/or Cellebrite Warrants received by a U.S. Holder in the Merger should include the period during which the TWC common stock and/or warrants exchanged therefor were held by such U.S. Holder. It is unclear whether the redemption rights with respect to the TWC common stock may suspend the running of the applicable holding period for this purpose.

If the U.S. Holder either (i) exchanges only TWC common stock (but not TWC Warrants) for Cellebrite Ordinary Shares and cash, (ii) exchanges TWC Warrants for Cellebrite Warrants and cash, or (iii) both exchanges TWC common stock for Cellebrite Ordinary Shares and cash, and exchanges its TWC Warrants for Cellebrite Warrants and cash, the U.S. Holder will recognize gain (but not loss) in an amount equal to the sum of (A) the greater of (i) the amount of cash received in the Merger in respect of the TWC common stock and (ii) the excess, if any, of the fair market value as of the closing date of the Merger of the Cellebrite Ordinary Shares received by such holder in the Merger, plus the amount of cash received in the Merger in respect of the TWC common stock, over such U.S. Holder’s tax basis in the TWC common stock surrendered by such U.S. Holder in the Merger plus (B) the greater of (i) the amount of cash received in the Merger in respect of the TWC Warrants and (ii) the excess, if any, of the fair market value as of the closing date of the Merger of the Cellebrite Warrants received by such holder in the Merger, plus the amount of cash received in the Merger in respect of the TWC Warrants, over such U.S. Holder’s tax basis in the TWC Warrants surrendered by such U.S. Holder in the Merger. Subject to possible dividend treatment (as discussed in more detail below), any gain so recognized would generally be long-term capital gain if the U.S. Holder had held the TWC common stock and/or TWC Warrants, as applicable, for more than one year at the Effective Time (or short-term capital gain otherwise). Long-term capital gain of non-corporate U.S. Holders (including individuals) currently is eligible for preferential U.S. federal income tax rates. A U.S. Holder’s initial tax basis in the Cellebrite Ordinary Shares received in the Merger will equal the U.S. Holder’s tax basis in the TWC common stock plus the amount of gain recognized in connection with the Merger in respect of the TWC common stock reduced by the amount of cash received in connection with the Merger in respect of the TWC common stock. A U.S. Holder’s initial tax basis in the Cellebrite Warrants received in the Merger will equal the U.S. Holder’s tax basis in the TWC Warrants plus the amount of gain recognized in connection with the Merger in respect of the TWC Warrants reduced by the amount of cash received in connection with the Merger in respect of the TWC Warrants. The holding period of the Cellebrite Ordinary Shares and/or Cellebrite Warrants received by a U.S. Holder in the Merger should include the period during which the TWC common stock and/or TWC Warrants, as applicable, exchanged therefor were held by such U.S. Holder. It is unclear whether the redemption rights with respect to the TWC common stock may suspend the running of the applicable holding period for this purpose.

It is possible that in certain circumstances the gain recognized by a holder of TWC common stock could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. If the gain recognized by a U.S. holder of TWC common stock is treated as a distribution of a dividend, the tax consequences to such a holder generally will be the same as described below under the section entitled “— U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to TWC Common Stock” where a redemption does not qualify as a sale of stock under Section 302 of the Code and the U.S. Holder is treated as receiving a corporate distribution. Because the possibility of dividend

treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, U.S. Holders of TWC common shares should consult with their tax advisors regarding the application of the foregoing rules to their particular circumstances.

U.S. Holders Exercising Redemption Rights with Respect to TWC common Stock

In the event that a U.S. Holder’s shares of TWC common stock are redeemed for cash pursuant to the redemption provisions described herein, the treatment of such redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of stock under Section 302 of the Code. Whether a redemption qualifies for sale treatment will depend largely on facts particular to the U.S. Holder, namely the total number of shares of TWC common stock treated as held by the U.S. Holder relative to all of the shares of TWC common stock outstanding both before and after the redemption.

The redemption of TWC common stock generally will be treated as a sale of stock (rather than as a corporate distribution) if the redemption (i) results in a “complete termination” of the U.S. Holder’s interest in TWC, (ii) is “substantially disproportionate” with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder generally should take into account not only TWC common stock actually owned by such U.S. Holder but also TWC common stock constructively owned by it. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include TWC common stock or Cellebrite Ordinary Shares which could be directly or constructively acquired pursuant to the exercise of TWC Warrants or Cellebrite Warrants.

There will be a complete termination of a U.S. Holder’s interest if either (i) all of TWC common stock actually and constructively owned by the U.S. Holder is redeemed or (ii) all of TWC common stock actually owned by the U.S. Holder is redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares. In order to meet the “substantially disproportionate” test, the percentage of outstanding voting stock actually or constructively owned by a U.S. Holder immediately following the redemption generally must be less than 80% of the percentage of outstanding voting stock actually or constructively owned by such U.S. Holder immediately prior to the redemption, and such U.S. Holder immediately after the redemption actually and constructively owned less than 50% of the total combined voting power of TWC common stock. The redemption of TWC common stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in TWC. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in TWC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their tax advisors as to the tax consequences of a redemption.

If the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder would generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of TWC common stock redeemed. Such gain or loss generally would be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. Holder’s tax basis in such holder’s TWC common stock generally will equal the cost of such shares.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s TWC common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of TWC common stock. Amounts treated as dividends that TWC pays to a U.S. Holder that is treated a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met,

The amount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Subject to certain exceptions, dividends on Cellebrite Ordinary Shares will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by Cellebrite with respect to the Cellebrite Ordinary Shares generally will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” The rules governing foreign tax credits are complex and U.S. Holders are urged to consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, a U.S. Holder may, in certain circumstances, deduct foreign taxes in computing their taxable income, subject to generally applicable limitations under U.S. law. Generally, an election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Sale, Exchange, Redemption or Other Taxable Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Cellebrite Ordinary Shares or Cellebrite Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such shares and/or warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Cellebrite Ordinary Shares or Cellebrite Warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the Cellebrite Ordinary Shares and/or Cellebrite Warrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations.

Any such gain or loss recognized generally will be treated as U.S. source income or loss. Accordingly, in the event any Israeli tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. Holder may not be able to utilize foreign tax credits unless such holder has foreign source income or gain in the same category from other sources. Moreover, there are special rules under the income tax treaty between the United States and Israel (the “Treaty”), which may impact a U.S. Holder’s ability to claim a foreign tax credit. U.S. Holders are urged to consult their tax advisor regarding the ability to claim a foreign tax credit and the application of the Treaty to such U.S. Holder’s particular circumstances.

Exercise, Lapse, or Redemption of a Cellebrite Warrant

Subject to the PFIC rules discussed below, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a Cellebrite ordinary share on the exercise of a Cellebrite Warrant for cash. A U.S. Holder’s tax basis in a Cellebrite Ordinary Shares received upon exercise of the Cellebrite Warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the TWC Warrant exchanged therefor (assuming the Merger is not a taxable transaction under Sections 368(a) or 367(a) of the Code, as discussed above) and the exercise price. The U.S. Holder’s holding period for a Cellebrite Ordinary Share received upon exercise of the Cellebrite Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Cellebrite Warrant and will not include the period during which the U.S. Holder held the Cellebrite Warrant. If a Cellebrite Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Cellebrite Warrant.

The tax consequences of a cashless exercise of a Cellebrite Warrant are not clear under current tax law. Subject to the PFIC rules discussed below, a cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder’s basis in the Cellebrite Ordinary Shares received generally would equal the U.S. Holder’s basis in the Cellebrite Warrants exercised therefor. If the cashless exercise is not treated as a gain realization event, a U.S. Holder’s holding period in the Cellebrite Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Cellebrite Warrants and will not

include the period during which the U.S. Holder held the Cellebrite Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Cellebrite Ordinary Shares would include the holding period of the Cellebrite Warrants exercised therefor.

It is also possible that a cashless exercise of a Cellebrite Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “— Sale, Exchange, Redemption or Other Taxable Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants.” In such event, a U.S. Holder could be deemed to have surrendered warrants equal to the number of Cellebrite Ordinary Shares having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss with respect to the Cellebrite Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair market value of the Cellebrite Ordinary Shares that would have been received in a regular exercise of the Cellebrite Warrants deemed surrendered and (ii) the U.S. Holder’s tax basis in such Cellebrite Warrants deemed surrendered. In this case, a U.S. Holder’s aggregate tax basis in the Cellebrite Ordinary Shares received would equal the sum of (i) U.S. Holder’s tax basis in the Cellebrite Warrants deemed exercised and (ii) the aggregate exercise price of such Cellebrite Warrants. A U.S. Holder’s holding period for the Cellebrite Ordinary Shares received in such case generally would commence on the date following the date of exercise (or possibly the date of exercise) of the Cellebrite Warrants and will not include the period during which the U.S. Holder held the Cellebrite Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of Cellebrite Warrants, including when a U.S. Holder’s holding period would commence with respect to the Cellebrite Ordinary Share received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Cellebrite Warrants.

Subject to the PFIC rules described below, if Cellebrite redeems Cellebrite Warrants for cash pursuant to the redemption provisions described in the section of this registration statement entitled “— Description of Cellebrite Warrants — Public Shareholders’ Warrants” or if Cellebrite purchases Cellebrite Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “— Sale, Exchange, Redemption or Other Taxable Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants.”

Possible Constructive Distributions

The terms of each Cellebrite Warrant provide for an adjustment to the number of Cellebrite Ordinary Shares for which the Cellebrite Warrant may be exercised or to the exercise price of the Cellebrite Warrant in certain events, as discussed in the section of this registration statement captioned “Description of Cellebrite Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of a Cellebrite Warrant would, however, be treated as receiving a constructive distribution from Cellebrite if, for example, the adjustment increases the holder’s proportionate interest in Cellebrite’s assets or earnings and profits (for instance, through an increase in the number of Cellebrite Ordinary Shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash or other property such as other securities to the holders of the Cellebrite Ordinary Shares which is taxable to the U.S. Holders of such shares as described under “— Distributions on Cellebrite Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Cellebrite Warrant received a cash distribution from Cellebrite equal to the fair market value of such increased interest.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of the Cellebrite Ordinary Shares and Cellebrite Warrants could be materially different from that described above, if Cellebrite is treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. A non-U.S. entity treated as a corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either:

•        at least 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income); or

•        at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.

For this purpose, Cellebrite will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which Cellebrite own, directly or indirectly, 25% or more (by value) of the stock.

Cellebrite’s status as a PFIC will depend on the nature and composition of its income and the nature, composition and value of its assets from time to time. The 50% passive asset test described above is generally based on the fair market value of each asset. If Cellebrite is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (determined by disregarding certain downward attribution rules) (“CFC”) and not publicly traded for the relevant taxable year, however, the test will be applied based on the adjusted basis of Cellebrite’s assets.

Recently adopted Treasury Regulations, or the New Regulations, modify certain of the rules described above. Such modifications include, for example, permitting asset value to be determined more frequently than on a quarterly basis and treating a non-U.S. corporation as publicly traded for a taxable year if the stock of such corporation is publicly traded, other than in de minimis quantities, for at least twenty trading days during such taxable year.

The New Regulations generally apply to taxable years of shareholders beginning on or after January 14, 2021. A shareholder, however, may choose to apply such rules for any open taxable year beginning before January 14, 2021, provided that, with respect to a non-U.S. corporation being tested for PFIC status, the shareholder consistently applies certain of the provisions of the New Regulations and certain other Treasury Regulations for such year and all subsequent years. Investors who are U.S. Holders should consult their own tax advisors regarding the impact and applicability of the New Regulations.

If Cellebrite is considered “publicly traded” for the current taxable year, assuming that the Business Combination closes within such current taxable year and that Cellebrite’s stock is publicly traded, other than in de minimis quantities, for at least twenty days during the current taxable year, Cellebrite would apply the 50% passive asset test using the fair market value of its assets. This determination, however, is subject to uncertainty. In addition, Cellebrite’s status may also depend, in part, on how quickly it utilizes its cash on-hand and cash from future financings in its business.

Based on the foregoing, with respect to the past taxable year, Cellebrite believes that it was not a PFIC (based in part on its belief that it was not classified as a CFC in the past taxable year) and presently does not anticipate that it will be a PFIC based upon the value of its assets, including any goodwill, and the nature and composition of its income and assets.

Nevertheless, whether Cellebrite is treated as a PFIC is determined on an annual basis. As discussed above, the determination of whether a non-U.S. corporation is a PFIC is a factual determination that depends on, among other things, the composition of Cellebrite’s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time, and thus the determination can only be made annually after the close of each taxable year. Thus, no assurance can be given as to whether Cellebrite will be a PFIC in 2021 or for any future taxable year. In addition, Cellebrite’s U.S. counsel expresses no opinion with respect to Cellebrite’s PFIC status for 2021 or future taxable years.

Under the PFIC rules, if Cellebrite were considered a PFIC at any time that a U.S. Holder owns Cellebrite Ordinary Shares or Cellebrite Warrants, Cellebrite would continue to be treated as a PFIC with respect to such holder unless (i) Cellebrite ceased to be a PFIC and (ii) (a) the U.S. Holder has made a valid “QEF election” (as described below) for the first taxable year in which the holder owned such holder’s Cellebrite Ordinary Shares in which Cellebrite was a PFIC, (b) a valid mark-to-market election (as described below) is in effect for the particular year, or (c) the U.S. Holder has made a “deemed sale” election under the PFIC rules. If such a “deemed sale” election is made, a U.S. Holder will be deemed to have sold its Cellebrite Ordinary Shares at their fair market value on the last day of the last taxable year in which Cellebrite is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the “deemed sale” election, the Cellebrite Ordinary Shares with respect to which the “deemed sale” election was made will not be treated as shares in a PFIC unless Cellebrite subsequently becomes a PFIC.

For each taxable year that Cellebrite is treated as a PFIC with respect to a U.S. Holder’s Cellebrite Ordinary Shares or Cellebrite Warrants, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized from a sale or disposition (including a pledge and transfers of Cellebrite Ordinary Shares or Cellebrite Warrants that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) of its Cellebrite Ordinary Shares or Cellebrite Warrants (collectively the “excess distribution rules”), unless, with respect to the Cellebrite Ordinary Shares, the U.S. Holder makes a valid QEF or mark-to-market election as discussed below. Generally, distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder during the shorter of the three preceding taxable years or the portion of such U.S. Holder’s holding period for the Cellebrite Ordinary Shares or Cellebrite Warrants that preceded the taxable year of the distribution will be treated as excess distributions. Under these special tax rules:

•        the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Cellebrite Ordinary Shares or Cellebrite Warrants;

•        the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution or to the period in the U.S. Holder’s holding period before the first day of Cellebrite’s first taxable year in which Cellebrite is a PFIC, will be treated as ordinary income;

•        the amount allocated to each other taxable year (or portions thereof) of the U.S. Holder and included in its holding period will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year without regard to the U.S. Holder’s other items of income and loss for such year; and

•        the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the resulting tax attributable to each such year.

Under the excess distribution rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the Cellebrite Ordinary Shares or Cellebrite Warrants cannot be treated as capital gains, even though the U.S. Holder holds the Cellebrite Ordinary Shares or Cellebrite Warrants as capital assets.

Certain of the PFIC rules may impact U.S. Holders with respect equity interests in subsidiaries and other entities which Cellebrite may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that Cellebrite does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of Cellebrite’s subsidiaries.

If Cellebrite is a PFIC, a U.S. Holder of shares in Cellebrite may avoid taxation under the excess distribution rules described above in respect to the Cellebrite Ordinary Shares by making a timely and valid “qualified electing fund” (“QEF”) election (if eligible to do so). However, a U.S. Holder may make a QEF election with respect to its Cellebrite Ordinary Shares only if Cellebrite provides U.S. Holders on an annual basis with certain financial information specified under applicable U.S. Treasury regulations, including the information provided in a PFIC Annual Information Statement. If Cellebrite determines that it is a PFIC for any taxable year, Cellebrite may decide at that time to provide U.S. Holders with the required information on an annual basis to allow U.S. Holders to make a QEF election with respect to the Cellebrite Ordinary Shares. There can be no assurance, however, that Cellebrite will have timely knowledge of its status as a PFIC in the future or that Cellebrite will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination of a U.S. Holder’s prior QEF election.

A U.S. Holder that makes a QEF election with respect to its Cellebrite Ordinary Shares would generally be required to include in income for each year that Cellebrite is treated as a PFIC the U.S. Holder’s pro rata share of Cellebrite’s ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the Cellebrite Ordinary Shares. Any net deficits or net capital losses of Cellebrite for a taxable year, however, would not be passed through and included on the tax return of the U.S. Holder. A U.S. Holder’s basis in the Cellebrite Ordinary Shares would be increased by the amount of income inclusions under the QEF rules. Dividends actually paid on the Cellebrite Ordinary Shares generally would not

be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. Holder’s basis in the Cellebrite Ordinary Shares by a corresponding amount. If Cellebrite owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to Cellebrite’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that Cellebrite will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, Cellebrite may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance Cellebrite will be able to cause the Lower-Tier PFIC to provide such required information.

If a U.S. Holder does not make a QEF election (or a mark-to-market election, as discussed below) effective from the first taxable year of a U.S. Holder’s holding period for the Cellebrite Ordinary Shares in which Cellebrite is a PFIC, then the Cellebrite Ordinary Shares will generally continue to be treated as an interest in a PFIC, and the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the excess distribution rules to its Cellebrite Ordinary Shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the Cellebrite Ordinary Shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the excess distribution rules described above. As a result of the “deemed sale” election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period for the Cellebrite Ordinary Shares.

It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its Cellebrite Warrants. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and Cellebrite was a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes and maintains a QEF election with respect to the newly acquired Cellebrite Ordinary Shares (or has previously made a QEF election with respect to the Cellebrite Ordinary Shares), the QEF election will apply to the newly acquired Cellebrite Ordinary Shares. Notwithstanding such QEF election, the rules relating to “excess distributions” discussed above, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Cellebrite Ordinary Shares (which, while not entirely clear, generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the Cellebrite Warrants), unless the U.S. Holder makes a “deemed sale” election under the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing “deemed sale” elections to their particular circumstances.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder that is eligible to make a QEF election with respect to its Cellebrite Ordinary Shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder’s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

U.S. Holders should consult their tax advisors as to the availability and desirability of a QEF election.

Alternatively, if Cellebrite is a PFIC and Cellebrite Ordinary Shares constitute “marketable stock” (as defined below), a U.S. Holder may make a mark-to-market election for its Cellebrite Ordinary Shares with respect to such shares for the first taxable year in which it holds (or is deemed to hold) Cellebrite Ordinary Shares and each subsequent taxable year to elect out of the excess distribution rules discussed above. If a U.S. Holder makes a mark-to-market election with respect to its Cellebrite Ordinary Shares, such U.S. Holder generally will include in income for each year that Cellebrite is treated as a PFIC with respect to such Cellebrite Ordinary Shares an amount equal to the excess, if any, of the fair market value of the Cellebrite Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the Cellebrite Ordinary Shares. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the Cellebrite Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the Cellebrite Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Cellebrite Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the Cellebrite Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the Cellebrite Ordinary Shares, to the extent the amount of such loss does not

exceed the net mark-to-market gains for such Cellebrite Ordinary Shares previously included in income. A U.S. Holder’s basis in the Cellebrite Ordinary Shares will be adjusted to reflect any mark-to-market income or loss. If a U.S. Holder makes a mark-to-market election, any distributions Cellebrite makes would generally be subject to the rules discussed above under “— Distributions on Cellebrite Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply. Currently, U.S. Holders of Cellebrite Warrants will not be able to make a mark-to-market election with respect to their Cellebrite Warrants.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. The Cellebrite Ordinary Shares, which are to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that Cellebrite Ordinary Shares will be “regularly traded” for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless Cellebrite Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the excess distribution rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for Cellebrite Ordinary Shares.

If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder’s holding period for the Cellebrite Ordinary Shares in which Cellebrite is a PFIC, then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a mark-to-market election with respect to the Cellebrite Ordinary Shares in a later year will continue to be subject to the excess distribution rules during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the excess distribution rules generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to its Cellebrite Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective.

U.S. Holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.

A U.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS. U.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them if Cellebrite is a PFIC.

The rules dealing with PFICs and with the QEF, “deemed sale,” and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.

Non-U.S. Holders

The section applies to Non-U.S. Holders of Cellebrite Ordinary Shares and Cellebrite Warrants. For purposes of this discussion, a Non-U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Cellebrite Ordinary Shares or Cellebrite Warrants that is for U.S. federal income tax purposes not a U.S. Holder, including:

•        a nonresident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

•        a foreign corporation; or

•        a foreign estate or trust;

but generally does not include a beneficial owner who has been or is engaged in the conduct of a trade or business within the U.S. or an individual an individual who is present in the United States for 183 days or more in the taxable year of the disposition of Cellebrite Ordinary Shares or Cellebrite Warrants (except to the extent discussed below). If

you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of exercising redemption rights with respect to TWC common stock or the ownership and disposition of Cellebrite Ordinary Shares or Cellebrite Warrants.

Non-U.S. Holders Exercising Redemption Rights with Respect to TWC common stock

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s TWC common stock generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s TWC common stock, as described above under “— U.S. Holders Exercising Redemption Rights with Respect to TWC common stock.”

Subject to the discussion below concerning backup withholding, if such a redemption qualifies as a sale of the TWC common stock, any redeeming Non-U.S. Holder will generally not be subject to U.S. federal income tax or withholding tax on any gain recognized as a result of the redemption or be able to utilize a loss in computing U.S. federal income tax liability unless one of the exceptions described below under “— U.S. Federal Income Tax Consequences of the Ownership and Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants to Non-U.S. Holders” applies in respect of gain from the disposition of TWC common stock. Moreover, redeeming Non-U.S. Holders may be subject to U.S. federal income tax on any gain recognized as a result of the redemption if TWC common stock constitutes a U.S. real property interest by reason of TWC’s status as a U.S. real property holding corporation for U.S. federal income tax purposes. TWC believes that it is not and has not been at any time since its formation a U.S. real property holding corporation.

If a Non-U.S. Holder receives cash for TWC common stock, and the redemption is treated as a corporate distribution (rather than a sale of stock under Section 302 of the Code), the Non-U.S. Holder will be subject to a 30% withholding tax (unless otherwise reduced by an applicable income tax treaty and the Non-U.S. Holder provides a proper certificate of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable)) on the gross amount of the dividends to the extent the distribution is paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles, provided such dividends are not effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its TWC common stock and then, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such TWC common stock, which will be treated as described in the paragraph immediately above. A redemption treated as a dividend by TWC to a Non-U.S. Holder that is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) will generally not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same corporate or graduated individual rates applicable to U.S. Holders (together with branch profits tax, at a 30% rate, or such lower rate specified by an applicable tax treaty, as adjusted for certain items, if such Non-U.S. Holder is a corporation).

IF YOU ARE A NON-U.S. HOLDER OF TWC COMMON STOCK CONTEMPLATING EXERCISE OF YOUR REDEMPTION RIGHTS, WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants to Non-U.S. Holders

Subject to the discussion below concerning backup withholding, any (i) dividends of cash or property (including constructive distributions treated as dividends as further described under the heading “U.S. Holders — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Cellebrite Ordinary Shares and Cellebrite Warrants to U.S. Holders — Possible Constructive Distributions”) paid or deemed paid to a Non-U.S. Holder in respect of

Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Dividends paid with respect to Cellebrite Ordinary Shares and proceeds from the sale of other disposition of Cellebrite Ordinary Shares received in the United States by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE MERGER, THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO TWC COMMON STOCK, AND OF THE OWNERSHIP AND DISPOSITION OF CELLEBRITE ORDINARY SHARES AND CELLEBRITE WARRANTS, AS APPLICABLE, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

The 2005 Amendment provides that Approved Enterprise status will only be necessary for receiving cash grants. As a result, it was no longer necessary for a company to obtain the advance approval of the Investment Center in order to receive the tax benefits previously available under the alternative benefits track. Instead, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set forth in the 2005 Amendment. Companies or programs under the new provisions receiving these tax benefits are referred to as Beneficiary Enterprises. A company that has a Beneficiary Enterprise may, at its discretion, approach the Israel Tax Authority for a pre-ruling confirming that it is in compliance with the provisions of the Investment Law, as amended.

Tax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive more than 25% of their business income from export to specific markets with a population of at least 14 million in 2012 (such export criteria will further be increased in the future by 1.4% per annum). In order to receive the tax benefits, the 2005 Amendment states that a company must make an investment which meets certain conditions set forth in the 2005 Amendment for tax benefits, including exceeding a minimum investment amount specified in the Investment Law. Such investment entitles a company to receive a “Beneficiary Enterprise” status with respect to the investment, and may be made over a period of no more than three years ending in the year in which the company requested to have the tax benefits apply to its Beneficiary Enterprise. Where a company requests to have the tax benefits apply to an expansion of existing facilities, only the expansion will be considered to be a Beneficiary Enterprise and the company’s effective tax rate will be the weighted average of the applicable rates. In such case, the minimum investment required in order to qualify as a Beneficiary Enterprise must exceed a certain percentage of the value of the company’s production assets before the expansion.

The extent of the tax benefits available under the 2005 Amendment to qualifying income of a Beneficiary Enterprise depends on, among other things, the geographic location within Israel of the Beneficiary Enterprise. The location will also determine the period for which tax benefits are available. Such tax benefits include an exemption from corporate tax on undistributed income for a period of between two to ten years, depending on the geographic location of the Beneficiary Enterprise within Israel, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each year. The benefits period is limited to 12 starting from the year in which the company first chose to have the tax benefits apply (14 years if the Beneficiary Enterprise relates to the establishment of a new enterprise in priority Zone A) (the “Election Year”).

A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived by its Beneficiary Enterprise during the tax exemption period will be subject to deferred corporate tax in respect of the gross amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have otherwise been applicable. Certain transactions will be considered as a deemed distribution of dividends for the purposes of the claw-back of corporate tax, including certain payments made, whether directly or indirectly, to certain related parties or controlling shareholders (including entities controlled by such controlling shareholders), payments in liquidation and consideration paid to shareholders in a buyback of shares. We have filed an application with the Israel Tax Authority to receive the Transaction Tax Ruling to determine, inter alia, the amount of claw-back of Israeli corporate income tax, if any, that we will be required to pay with respect to the distribution of the Additional Dividend out of income derived by our Benefitted Enterprise.

Dividends paid out of income attributed to a Beneficiary Enterprise (or out of dividends received from a company whose income is attributed to a Beneficiary Enterprise) are generally subject to withholding tax at source at the rate of 15% (or 20% with respect to income generated by the distributing company during a tax benefits period that began in an Election Year after 2013) or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). The reduced rate of 15% or 20% is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12 years thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at a lower rate under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). In the case of a Foreign Investors’ Company (as such term is defined in the Investment Law), the 12-year limitation on reduced withholding tax on dividends does not apply.

The benefits available to a Beneficiary Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, as adjusted by the Israeli consumer price index, and interest, or other monetary penalties.

Tax benefits under the 2011 amendment

The 2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%, respectively, in 2017 and thereafter. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone.

Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the following rates: (i) Israeli resident corporations–0%, (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals–20% (iii) non-Israeli residents (individuals and corporations)–20%, subject to a reduced tax rate under the provisions of any applicable double tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate).

The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.

In May 2019, we filed a notification that Cellebrite wishes to apply the new benefits under the 2011 Amendment. Accordingly, we are not entitled to Beneficiary Enterprise tax benefits as of January 1, 2019, however certain other provisions described above with respect to the distribution or payment out of income that was previously earned under the Beneficiary Enterprise regime may still apply.

New tax benefits under the 2017 amendment that became effective on January 1, 2017

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a Preferred Company satisfying certain conditions will qualify as a “Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,” as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technological Enterprise located in development zone “A.” In addition, a Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the Israel Innovation Authority.

The 2017 Amendment further provides that a Preferred Company satisfying certain conditions (group-consolidated revenues of at least NIS 10 billion) will qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technological

Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from the Israel Innovation Authority. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4%. Please note that the reduced withholding tax rate of 4% will apply only on profits generated after the Preferred Technological Enterprise was acquired by a foreign company.

We believe that Cellebrite is eligible to the tax benefits under the 2017 Amendment as a Preferred Technological Enterprise.

On February 16, 2020 Cellebrite received a Tax Ruling from the Israel Tax Authority regarding its entitlement to tax benefits as a Preferred Technological Enterprise subject to the compliance with the conditions settled in such Tax Ruling and in the Encouragement Law. The Tax Ruling is valid from 2019 until tax year 2023 (inclusive).

From time to time, the Israeli Government has discussed reducing the benefits available to companies under the Investment Law. The termination or substantial reduction of any of the benefits available under the Investment Law could materially increase our tax liabilities.

Taxation of our shareholders

Capital gains taxes applicable to non-Israeli resident shareholders.

Israeli capital gains tax is imposed on the disposition of capital assets by a non-Israeli resident if those assets (i) are located in Israel, (ii) are shares or a right to shares in an Israeli resident corporation or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Israeli tax law distinguishes between “Real Capital Gain” and “Inflationary Surplus.” Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase in the relevant asset’s price that is attributable to the increase in the Israeli Consumer Price Index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of disposition. Inflationary Surplus is currently not subject to tax in Israel. Real Capital Gain is the excess of the total capital gain over the Inflationary Surplus. Generally, Real Capital Gain accrued by individuals on the sale of Cellebrite Ordinary Shares will be taxed at the rate of 25%. However, if the shareholder is a “substantial shareholder” at the time of sale or at any time during the preceding 12- month period, such gain will be taxed at the rate of 30%. A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person with respect to the material matters of the corporation on a permanent basis pursuant to an agreement, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Real Capital Gain derived by corporations will be generally subject to a corporate tax rate of 23% (in 2021).

A non-Israeli resident that derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel, will be exempt from Israeli tax if the shares were not held through a permanent establishment that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) hold, whether directly or indirectly, more than 25% of the means of control, as such term is defined above, in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.

Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended (the “United States Israel Tax Treaty”), the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S. Israel Tax Treaty (a “U.S. Resident”) is generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12 month period preceding the disposition, subject to certain conditions; or (v) such U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the extent applicable. However, under the United States-Israel Tax Treaty, a Treaty U.S. Resident may be permitted to claim a credit for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition of the shares, subject to the limitations under U.S. laws applicable to foreign tax credits. The United States-Israel Tax Treaty does not provide such credit against any U.S. state or local taxes.

In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale (i.e., resident certificate or other documentation).

Capital gains taxes applicable to Israeli resident shareholders.

An Israeli resident corporation that derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel will generally be subject to tax on the real capital gains generated on such sale at the corporate tax rate of 23%. An Israeli resident individual will generally be subject to capital gain tax at the rate of 25%. However, if the individual shareholder claims deduction of interest expenditures or is a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period, such gain will be taxed at the rate of 30%. A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person with respect to the material matters of the corporation on a permanent basis pursuant to an agreement, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Individual holders dealing in securities in Israel for whom the income from the sale of securities is considered “business income” as defined in section 2(1) of the Ordinance are taxed at the marginal tax rates applicable to business income (up to 47% in 2020). Certain Israeli institutions who are exempt from tax under section 9(2) or section 129(C)(a)(1) of the Ordinance (such as exempt trust fund, pension fund) may be exempt from capital gains tax from the sale of the shares.

Taxation of Israeli shareholders on receipt of dividends.

An Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends at the rate of 25%. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not), 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Beneficiary Enterprise (if the first year the company requested to have the tax benefits apply was 2012 or before) and 20% if the dividend is distributed from income attributed to a Preferred Enterprise or a Preferred Technological Enterprise. If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is liable to Israeli corporate tax. An exempt trust fund, pension fund or other entity that is exempt from tax under section 9(2) or section 129(C)(a)(1) of the Israeli Tax Ordinance is exempt from tax on dividend.

Taxation of non-Israeli shareholders on receipt of dividends.

Non-Israeli residents (either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends at the rate of 25%, which tax will be withheld at source, unless relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not), 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Beneficiary Enterprise (if the first year the company requested to have the tax benefits apply was 2012 or before), 20% if the dividend is distributed from income attributed to a Preferred Enterprise or a Technological Enterprise, and 4% if the dividend is distributed from income attributed to a Technological Enterprise to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, (please note that the reduced withholding tax rate of 4% will apply only on profits generated after the Preferred Technological Enterprise was acquired by a foreign company), unless a reduced rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. Resident is 25%. However, the maximum rate of withholding tax on dividends, not generated by a Preferred Enterprise, Beneficiary Enterprise, a Preferred Enterprise or a Technological Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise, Beneficiary Enterprise, Preferred Enterprise or a Preferred Technological Enterprise are not entitled to such reduced rate under the tax treaty but are subject to a withholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise, Preferred Enterprise or a Preferred Technological Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability. Application for the reduced tax rate requires appropriate documentation presented and specific instruction received from the Israeli Tax Authorities to the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will be required to comply with certain administrative procedures with the Israeli Tax Authorities in order to receive a refund of the excess tax withheld.

A foreign resident receiving dividend income from an Israeli company, from which the full tax was deducted, will generally be exempt from filing a tax return in Israel with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not obligated to pay Surtax (see below) in accordance with section 121B of the Ordinance.

Israeli Tax Withholding.

In addition to all of the above, any payment made by an Israeli resident company may be subject to Israeli withholding tax, regardless of whether the recipient should be subject to Israeli tax with respect to the receipt of such payment, unless the recipient provides the company with a valid certificate issued by the Israel Tax Authority to exempt the recipient from such withholding tax liability. We have approached the Israel Tax Authority in an application to receive the Transaction Tax Ruling that will determine, inter alia, that the Indemnified TWC Parties shall not be subject to any Israeli tax with respect to receipt of Cellebrite Ordinary Shares and/or Cellebrite Warrants and/or any cash amount from the Trust Account or with respect to the Per Share Cash Consideration, Per Share Equity Consideration, the Price Adjustment Shares or the Additional Dividend and that we have no withholding obligation with respect to the Capital Restructuring or the issuance of Price Adjustment Shares. There can be no assurance that the Transaction Tax Ruling will be received.

Surtax.

Subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 647,640 for 2021, which amount is linked to the annual change in the Israeli consumer price index.

Estate and Gift Tax

Israeli law presently does not impose estate or gift taxes.

INFORMATION ABOUT TWC

References in this section to “we,” “our,” “us,” or “TWC” generally refer to TWC Tech Holdings II Corp.

General

TWC is a blank check company recently formed as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TWC, a technology-focused private investment firm, is our advisory platform. Our Chief Executive Officer, Mr. Adam H. Clammer, and our Chairman, Mr. James H. Greene, Jr., are the founding partners of TWC. We expect to capitalize on the ability of our management team and the broader TWC platform to identify, acquire, and operate a business in the technology and technology-enabled services sectors that may provide opportunities for attractive long-term risk-adjusted returns, though we reserve the right to pursue an acquisition opportunity in any business or industry.

Initial Public Offering and Private Placement

On September 15, 2020, TWC consummated its IPO of 60,000,000 TWC Units, including 7,500,000 such units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each TWC Unit consists of one (1) Public Share, and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder to purchase one Public Share at $11.50 per share. The TWC Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $600,000,000. As a result of the underwriters’ partial exercise of the over-allotment option, the Sponsor forfeited 93,750 Sponsor Shares. Simultaneously with the consummation of the IPO and the sale of the TWC Units, TWC consummated the private placement of an aggregate of 9,666,667 Sponsor Warrants at a price of $1.50 per warrant, generating total proceeds of $14,500,000.

A total of $600,000,000, comprised of $588,000,000 of the proceeds from the IPO (which amount included $21,000,000 of the underwriters’ deferred discount) and $12,000,000 of the proceeds of the concurrent sale of the Sponsor Warrants, was placed in the Trust Account established for the benefit of Public Stockholders and maintained by American Stock Transfer & Trust Company, LLC, which has since then been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by TWC. Except with respect to interest earned on the funds held in the Trust Account that may be released to TWC for amounts withdrawn to fund TWC’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, the funds held in the Trust Account will not be released until the earliest of: (1) the completion of any initial business combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Existing TWC Charter (i) to modify the substance or timing of TWC’s obligation to provide for the redemption of its Public Shares in connection with an initial business combination or to redeem 100% of its Public Shares if TWC does not complete its initial business combination by the Outside Date or (ii) with respect to any other material provisions relating to the rights of holders of the Class A Common Stock prior to any initial business combination or pre-initial business combination business activity; and (3) the redemption of all of the Public Shares if TWC is unable to complete an initial business combination by the Outside Date, subject to applicable law.

As of March 31, 2021, we had approximately $30,000 of interest income available in the Trust Account to pay for our tax obligations, if any.

The TWC Units began trading on September 11, 2020 on Nasdaq under the ticker symbol “TWCTU.” Commencing on November 2, 2020, the securities comprising the TWC Units began separate trading. The TWC Units, the Public Shares and the Public Warrants are listed on Nasdaq under the ticker symbols “TWCTU,” “TWCT,” and “TWCTW,” respectively.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations prior to the Merger. We intend to use the cash held in the Trust Account (after giving effect to redemptions) and the proceeds from the PIPE Investments to pay certain expenses incurred in connection with the Merger and related transactions, pay the cash

consideration in connection with the Merger and issue authorized but unissued shares of TWC Class A Common Stock in respect of the consideration in connection with the Merger. We intend to use any remaining balance for general corporate purposes of Cellebrite, which may include repayment of indebtedness.

Satisfaction of the 80% Test

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination.

As of April 8, 2021, the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account was $600.1 million (excluding up to $21 million of deferred underwriting commissions) and 80% thereof represents approximately $480 million. In reaching its conclusion on the 80% asset test, the TWC Board used as a fair market value the $1.7 billion enterprise value for Cellebrite, which was implied based on the value of the consideration to be issued in the Merger to Cellebrite shareholders.

The TWC Board considered factors such as Cellebrite’s historical financial results, the future growth outlook and financial plan, as well as valuation ratios and trading multiples of publicly traded companies in similar and adjacent sectors. The TWC Board determined that the consideration being paid in the Merger, which amount was negotiated at arm’s-length, was fair to, and in the best interests of, TWC and its stockholders and appropriately reflected Cellebrite’s value.

The TWC Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Cellebrite met the 80% requirement. Based on the fact that the $1.7 billion fair market value of Cellebrite as described above is in excess of the threshold of approximately $480 million, representing 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting commissions), the TWC Board determined that the fair market value of Cellebrite was substantially in excess of 80% of the funds in the Trust Account and that the 80% test was met.

Redemption Rights for Public Stockholders

We are providing Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon consummation of the Merger. Public Stockholders electing to exercise redemption rights will be entitled to receive cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, as of two (2) business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the Trust Account, net of taxes), upon the closing of the transactions contemplated by the Business Combination Agreement. A holder of Public Shares may elect to redeem without voting, and if they do vote, irrespective of whether they vote for or against the Merger Proposal. If the Business Combination is not consummated, such Public Shares will not be redeemed before the Outside Date.

The amount in the Trust Account is approximately $10.00 per Public Share (based on the Trust Account balance as of March 31, 2021). The Per Share amount we will distribute to Public Stockholders who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right includes the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its Public Shares. There will be no redemption rights upon the completion of the Merger with respect to Sponsor Warrants. The Sponsor has agreed to waive its redemption rights in connection with the consummation of the Business Combination with respect to any Sponsor Shares they may hold. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Currently, the Sponsor owns approximately 19.9% of the outstanding shares of TWC common stock, consisting of Sponsor Shares.

Submission of Our Initial Business Combination to a Stockholder Vote

We will complete the Merger only if a majority of the outstanding shares of common stock of TWC voted are voted in favor of the Merger. In addition to the Sponsor Shares, we require only 22,500,000 or 37.5% of the Public Shares, to be voted in favor of the Merger (assuming all issued and outstanding shares are voted) in order to have the Merger approved.

A quorum for the Special Meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of TWC representing a majority of the voting power of all outstanding shares of capital stock of TWC entitled to vote at such meeting. The Sponsor Shares will count towards this quorum and the Sponsor has agreed to vote the Sponsor Shares and any Public Shares held by them in favor of the Merger. These quorum and voting thresholds and agreements, may make it more likely that we will consummate the Business Combination. Each Public Stockholder may elect to redeem its Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the Merger.

Limitation on Redemption Rights

Notwithstanding the foregoing, the Existing TWC Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of Public Shares sold in the IPO, without our prior consent.

Facilities and Executive Office

We currently maintain our principal executive offices at Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. Upon consummation of the Business Combination, the principal executive offices of TWC will be those of Cellebrite.

Employees

We currently have two officers and do not intend to have any full-time employees prior to the completion of the Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs and intend to continue doing so until we have completed the Business Combination.

Management

Directors and Executive Officers

Our directors and executive officers are as follows:

Adam H. Clammer has been our Chief Executive Officer and a Director since inception. Since September 2020, he has served as Chief Executive Officer, President and a director of Nebula Caravel Acquisition Corp. (Nasdaq: NEBC). Mr. Clammer is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry, where he serves on the Investment Committee and is responsible for all aspects of managing the firm. Prior to founding True Wind Capital in 2015, Mr. Clammer was with KKR, a global investment manager, which he joined in 1995. At KKR, Mr. Clammer co-founded and led the Global Technology Group from 2004 to 2013, was a senior member of the Healthcare Group, and participated in investments across multiple industries. He served on public company boards as a director of AEP Industries (Nasdaq: AEPI), a manufacturer of flexible plastic packaging films, from 1999 to 2004, a director of Zhone Technologies (Nasdaq: ZHNE), a provider of

communications network equipment, from 2002 to 2006, a director of MedCath (Nasdaq: MDTH), a cardiovascular services provider, from 2002 to 2008, a director of Jazz Pharmaceuticals (Nasdaq: JAZZ), a biopharmaceutical company, from 2004 to 2007, a director of Avago, now Broadcom (Nasdaq: AVGO), a designer of analog semiconductors, from 2005 to 2013, a director of NXP (Nasdaq: NXPI), a manufacturer of semiconductor chips, from 2007 to 2010, a director of Eastman Kodak (New York Stock Exchange (“NYSE”): KODK), a provider of imaging products and services, from 2009 to 2011, and a director of Nebula Acquisition Corporation (Nasdaq: NEBU), a special purpose acquisition company, from 2018 to 2020. Mr. Clammer served on several private company boards including Aricent, GoDaddy, and TASC among others, as well as a member of the operating committee of SunGard Data Systems. Mr. Clammer currently serves as a director of The Switch, a video solutions service provider, since 2016, as Chairman of the Board of ARI Network Services, a sales-focused software and marketing services provider, since 2017 as a director of Pegasus Transtech (“Transflo”), a software and solutions provider to the transportation industry, since 2017 and as a director of Open Lending (Nasdaq: LPRO), a lending enablement platform for the automotive finance market, since 2020. Prior to joining KKR, Mr. Clammer worked in the Mergers & Acquisitions group at Morgan Stanley in New York and Hong Kong from 1992 to 1995. He holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. Clammer is well-qualified to serve on our Board due to his extensive investment, technology industry, and publicly-listed company experience.

James H. Greene, Jr. has been our Chairman and a Director since inception. Since September 2020, he has served as Chairman of Nebula Caravel Acquisition Corp. (Nasdaq: NEBC), since February 2021, he has served as Chief Executive Officer, Chairman and a director of Bilander Acquisition Corp. (Nasdaq: TWCB), since February 2021, he has served as Chief Executive Officer, Chairman and a director of Galliot Acquisition Corp. (Nasdaq: TWCG), since March 2021, he has served as Chief Executive Officer, Chairman and a director of Brigantine Acquisition Corp. (Nasdaq: BRIG) and since March 2021, he has served as Chief Executive Officer, Chairman and a director of Mistico Acquisition Corp. (Nasdaq: TWCM). Mr. Greene is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry, where he serves on the Investment Committee and is responsible for all aspects of managing the firm. Prior to founding True Wind Capital in 2015, Mr. Greene was with Kohlberg Kravis Roberts & Co. (“KKR”), a global investment manager which he joined in 1986, became a Partner in 1993, a Member in 1996 and an Advisory Partner in 2013. At KKR, Mr. Greene co-founded and led the Global Technology Group from 2004 to 2010. In 2010, he became head of the Global Industrial Group, a position he held until 2013. Mr. Greene played a key role in many of KKR’s most notable buyouts through the late 1980’s and 1990’s. He served on public company boards as a director of Safeway (NYSE: SWY), a grocery store chain, from 1987 to 2004, a director of Owens-Illinois (NYSE: OI), a glass container manufacturer, from 1987 to 2005, a director of RJR Nabisco (NYSE: NGH), an American food and tobacco conglomerate, from 1989 to 1995, a director of The Vons Company (NYSE: VON), a grocery store chain, from 1993 to 1997, a director of RELTEC (Nasdaq: RLT), a telecommunications systems manufacturer, from 1995 to 2000, a director of Accuride (NYSE: ACW), a provider of commercial vehicle components, from 1998 to 2007, a director of Zhone Technologies (Nasdaq: ZHNE), a provider of communications network equipment, from 1999 to 2010, a director or Shoppers Drug Mart (TSE: SC), a drug store chain, from 2000 to 2005, a director of Amphenol (NYSE: APH), a provider of electronic components, from 2003 to 2005, a director of Alliance HealthCare (Nasdaq: AIQ), a provider of outsourced healthcare services, from 2003 to 2006, a director of Avago, now known as Broadcom (Nasdaq: AVGO), a designer of analog semiconductors, from 2005 to 2010, a director of Sun Microsystems (Nasdaq: JAVA), a provider of computer hardware and software, from 2008 to 2010, and a director of Nebula Acquisition Corporation (Nasdaq: NEBU), a special purpose acquisition company, from 2018 to 2020. Mr. Greene served on several private company boards including Aricent, Capital Safety, Capsugel, SunGard Data Systems, TASC, and Tenovis, among others. Mr. Greene currently serves as Chairman of the Board of Pegasus Transtech (“Transflo”), a software and solutions provider to the transportation industry, since 2017, a director of Western New York Energy, a provider of renewable energy and ethanol, since 2006, a director of Zix (Nasdaq: ZIXI), an email security and productivity solutions provider, since 2019, and a director of Sysnet Global Solutions, a PCI compliance solutions provider, since 2020. Prior to joining KKR, Mr. Greene spent 14 years in banking as a Vice President at Bankers Trust Company where he was involved with management buyout financings, merger and acquisition advisory assignments, and other corporate finance activities. He graduated from the Wharton School, majoring in accounting, and holds a B.S. in Economics from the University of Pennsylvania. He is also an Emeritus Trustee of the University of Pennsylvania, and a member of the Executive Committee and Board of Penn Medicine, which includes the Perelman School of Medicine and the University of Pennsylvania Health System. Mr. Greene is well-qualified to serve on our Board due to his extensive capital markets, merger and acquisition, investment, executive compensation, banking, technology industry, and publicly listed company experience.

Rufina A. Adams has been our Chief Financial Officer since inception. Since September 2020, she has served as Chief Financial Officer and Secretary of Nebula Caravel Acquisition Corp. (Nasdaq: NEBC). since February 2021, she has served as Chief Financial Officer of Bilander Acquisition Corp. (Nasdaq: TWCB), since February 2021, she has served as Chief Financial Officer of Galliot Acquisition Corp. (Nasdaq: TWCG), since March 2021, she has served as Chief Financial Officer of Brigantine Acquisition Corp. (Nasdaq: BRIG) and since March 2021, she has served as Chief Financial Officer of Mistico Acquisition Corp. (Nasdaq: TWCM). Mrs. Adams is True Wind’s Chief Financial Officer and has the responsibility for all financial and regulatory reporting matters, in addition to the firm’s compliance and cybersecurity initiatives. She joined True Wind Capital in 2015 and served as a director of Nebula Acquisition Corporation (Nasdaq: NEBU), a special purpose acquisition company, from 2019 to 2020. Prior to joining True Wind Capital, Mrs. Adams was the Controller at Discovery Digital Networks, or DDN, a multi-channel Internet television and digital cable network, where she managed the accounting department and its successful integration following its acquisition by Discovery Communications (Nasdaq: DISCA), a mass-media company, in 2012. In addition, Mrs. Adams handled the integration of accounting and operations for DDN’s early acquisitions. Prior to joining DDN in 2008, Mrs. Adams was a Senior Investment Accountant for The Blackstone Group (NYSE: BX), a private equity and asset manager, from 2007 to 2008 in New York where she gained experience in private equity accounting and investor relations. Prior to joining the Blackstone Group, she was an Audit Senior for Deloitte and Touche in San Jose, CA from 2004 to 2006. Mrs. Adams holds a B.S. in Accounting from Santa Clara University and is an inactive licensed CPA in the state of New York.

Lee Kirkpatrick serves as one of our Directors since January 2021. Mr. Kirkpatrick will serve as a director and member of the audit and compensation committees of Bilander Acquisition Corp. (Nasdaq: TWCB) as of the effective date of its registration statement, and as a director and member of the audit and compensation committees of Galliot Acquisition Corp. (Nasdaq: TWCG) as of the effective date of its registration statement. Mr. Kirkpatrick is the founder of Kirkpatrick Capital & Advisory, an advisory firm providing consulting services to technology companies since March 2019. Mr. Kirkpatrick served as the Chief Financial Officer of Twilio Inc. (NYSE: TWLO), a cloud communications platform service provider, from May 2012 to December 2018. From November 2010 to December 2011, Mr. Kirkpatrick served as Chief Financial Officer of SAY Media, Inc., a digital media and advertising firm formed by the combination of VideoEgg, Inc. and SixApart, Ltd. From January 2007 to November 2010, Mr. Kirkpatrick served as Chief Operating Officer and Chief Financial Officer of VideoEgg, Inc., an online advertising network. From April 2000 to December 2006, Mr. Kirkpatrick served in several roles, including as Chief Operating Officer and Chief Financial Officer, at Ofoto Inc., an online photography service, which was acquired by Eastman Kodak Company in 2001 and later renamed the Kodak Imaging Network. From March 1998 to March 2000, Mr. Kirkpatrick served as Chief Financial Officer of iOwn, Inc., an online real estate services website, which was acquired by CitiMortgage, Inc. in 2001. From March 1997 to February 1998, Mr. Kirkpatrick served as Chief Financial Officer of HyperParallel, Inc., a data mining software company, which was acquired by Yahoo! Inc. in 1998. From August 1988 to February 1997, Mr. Kirkpatrick served in several roles at Reuters Group PLC, a financial information and news service company, including as Manager of Special Projects, District Finance Manager and Director of Finance and Operations. Mr. Kirkpatrick holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Columbia University. Mr. Kirkpatrick is well-qualified to serve on our Board due to his extensive corporate finance, technology industry, and publicly-listed company experience.

Darren Thompson has served our Director since November 2020. He has more than 25 years of executive leadership experience in the financial services and real estate industries. Since 2018, Mr. Thompson has been the Chief Financial Officer of Bowery Farming, a tech-enabled indoor vertical farming company. From 2016 to 2017, Mr. Thompson was the President of Spruce Finance, a technology-enabled consumer finance company serving the energy efficiency and solar marketplace. From 2015 to 2016, Mr. Thompson was formerly the Chief Financial Officer and Executive Vice President of Strategy for B2R Finance and Lending.com, both Blackstone-owned real estate lending companies. From 2011 to 2015, he was also an advisory partner to RailField Realty Partners LLC, an apartment investment and asset management company. Prior to this, Mr. Thompson was President of Avenue Mortgage Corp., the real estate investment subsidiary of Avenue Capital Group, a New York-based fixed-income hedge fund. He formerly served as a trustee and Audit Committee chairman for Avenue Capital Group’s public credit mutual funds. He also served as a director and Audit Committee chairman for Boulevard Acquisition Corp. (Nasdaq: BLVD), a special purpose acquisition company that consummated its initial public offering in 2014 and its initial business combination in 2015, acquiring AgroFresh, The Dow Chemical Company’s post-harvest specialty chemical business; Mr. Thompson resigned from his position as a director in connection with the consummation

of the initial business combination. Mr. Thompson currently serves as a director and member of the audit committee of Nebula Caravel Acquisition Corp. (Nasdaq: NEBC), a special purpose acquisition company, since December 2020. Mr. Thompson will serve as a director and member of the audit committee of Bilander Acquisition Corp. (Nasdaq: TWCB) as of the effective date of its registration statement and, as a director and member of the audit committee of Galliot Acquisition Corp. (Nasdaq: TWCG) as of the effective date of its registration statement, as a director and member of the audit committee of Brigantine Acquisition Corp. (Nasdaq: BRIG) as of the effective date of its registration statement and as a director and member of the audit committee of Mistico Acquisition Corp. (Nasdaq: TWCM) as of the effective date of its registration statement. Mr. Thompson served as a regional judge for the White House Fellows Program and is a former member of the governing board of the Robert Toigo Foundation (which seeks to promote diversity in the financial services industry). Mr. Thompson graduated from Harvard College with honors in biochemistry and has an M.B.A. from Harvard Business School. Mr. Thompson is well qualified to serve on our Board of Directors because of his private investment advisory experience, his business experience in operating companies in finance and technology, and his board experience with public and private companies.

Alexi A. Wellman has served our Director since November 2020. Ms. Wellman is the Chief Financial and Accounting Officer at Altaba Inc., a closed-ended management investment company, which she joined in 2017. Ms. Wellman was the Vice President, Global Controller of Yahoo Inc. (Nasdaq: YHOO) from 2015 to 2017 and prior to that role, served as Vice President, Finance from 2013 to 2015. From 2011 to 2013, Ms. Wellman served as Chief Financial Officer of Nebraska Book Company, Inc. Prior to that, Ms. Wellman served as a Partner at KPMG LLP from 2004 to 2011. Ms. Wellman currently serves as a director of V2verify, a voice biometrics and identity management solutions provider, since 2018, a director of MatMaCorp, a developer of comprehensive diagnostic testing solutions, since 2020 and a director and member of the audit and compensation committees of Nebula Caravel Acquisition Corp. (Nasdaq: NEBC) since December 2020. Ms. Wellman will serve as a director and member of the audit and compensation committees of Bilander Acquisition Corp. (Nasdaq: TWCB) as of the effective date of its registration statement, and as a director and member of the audit and compensation committees of Galliot Acquisition Corp. (Nasdaq: TWCG) as of the effective date of its registration statement as a director and member of the audit and compensation committees of Brigantine Acquisition Corp. (Nasdaq: BRIG) as of the effective date of its registration statement and as a director and member of the audit and compensation committees of Mistico Acquisition Corp. (Nasdaq: TWCM) as of the effective date of its registration statement. She previously served as a director of Endurance International Group (Nasdaq: EIGI) from 2018 to 2021 and as a director of Yahoo Japan (Tokyo Stock Exchange: 4689) from 2016 to 2018. Ms. Wellman holds a B.S. in Accounting & Business Management from the University of Nebraska. Ms. Wellman is well-qualified to serve on our Board due to her extensive accounting, corporate finance, and strategic planning experience, as well as her service on the boards of directors of several public and private companies.

Number and Terms of Office of Officers and Directors

The TWC Board consists of seven members. Holders of the Sponsor Shares will have the right to elect all of our directors prior to consummation of the Business Combination and holders of the Public Shares will not have the right to vote on the election of directors during such time. These provisions of the Existing TWC Charter may only be amended if approved by a majority of at least 90% of TWC common stock voting at a stockholder meeting. The TWC Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Mr. Kirkpatrick and Ms. Wellman, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Thompson will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Clammer and Greene, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate the Business Combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Subject to any other special rights applicable to the stockholders, any vacancies on the TWC Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing the Sponsor then on the TWC Board, or by a majority of the holders of the Sponsor Shares.

Our officers are appointed by the TWC Board and serve at the discretion of the TWC Board, rather than for specific terms of office. The TWC Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the TWC Board.

Analyze.    We deliver intelligent analysis of data, supporting different crime types, different use cases and different personas, which helps lab practitioners, analysts, investigators, prosecutors and agency management gain insights in a digestible way and solve the respective case. We fuse and enrich data from different parts of a crime or incident and connect multiple types of evidence from multiple sources that cover the major dimensions of crime. For example, for a crime committed on a city street, our platform brings together smartphone data, vehicle infotainment data, GPS devices, license plate data from LPR systems, CDRs from the cellular network and CCTV footage from a nearby building to provide end-to-end investigation data on a “single pane of glass.”

Manage.    Our centralized management tools optimize communications across teams, enable collaboration and save valuable time and resources. Our technology allows us to digitize and optimize the entire investigation process for investigative teams globally.

Our 6,700 customers include federal, state and local agencies as well as enterprise companies and service providers. Our strategic customers tend to be large federal, state and city agencies with expansive investigation budgets. Fifty percent of our strategic customers utilize four or more of our solutions. Our prime customers tend to be small to mid-size state and local agencies, focused mostly on our Collect & Review solutions. Our Premium Enterprise and Pathfinder Enterprise solutions customers tend to be large corporations and service providers. Our go-to-market strategy is targeted, using a direct salesforce for large opportunities and some smaller opportunities, and resellers for smaller revenue opportunities and where direct procurement relationships are not possible. Each of our strategic accounts has a dedicated account executive, while other, prime accounts are managed by a sales manager or inside sales representative. Account executives are focused on expanding relationships with top customers, focusing on customers’ new buying centers. Sales managers or inside sales representatives are focused on expanding sales volume with public sector prime accounts while our prime account representatives in the private sector are focused on expansions of current accounts as well as new customer acquisition. We acquire new buying centers within our public sector accounts by targeting investigation departments’ decision makers.

Our differentiated solutions have delivered strong financial performance. In the year ending December 31, 2020, revenue was $194.9 million, up 13.4% from the year ending December 31, 2019. As of December 31, 2020, annual recurring revenue was $137.0 million, up 49.0% from December 31, 2019. In the year ending December 31, 2020, Adjusted EBITDA was $31.1 million, up 60.8% from the year ending December 31, 2019. In the year ending December 31, 2020, net income was $5.8 million, up from $(1.9) million from the year ending December 31, 2019.

Industry Background

According to our 2021 Industry Trends Survey, 59% of cases handled by investigators include digital evidence. Our survey data consisted of results from approximately 2,000 respondents from 117 countries with respondents accessed via customer emails, online promotions and social media. Survey data included information from investigators, forensic examiners and agency management. Smartphones contain emails, communications, apps, and geographic data, as well as pictures and video content. Laptops and desktops contain files, emails and web browsing history. GPS devices, drones, and SD cards capture unique, actionable data. Vehicle infotainment systems contain driving routes, location and communication data. Social media, web storage and web mail contain media, files, and communication data.

Public sector investigations substantially rely on traditional, manual processes and workflows, which are slow and siloed.

Evidence collection is inefficient.    Collection of evidence is conducted at the individual level and lacks uniformity; it relies on home-grown solutions, often requires printing thousands of pages of hard copy documents and interacting with disparate, unintegrated systems.

Data analysis is ineffective.    Data and physical evidence are processed and analyzed by investigative teams through physical review of printed and digital evidence, and managed on standard, unspecialized productivity tools which lack investigation mission-specific features. Data is stored on local hard drives, which have limited useful life and are complex to search. This results in slow and cumbersome first responses and a process which tends to be manual as well as error-prone and lacks integration.

No consistent platform for management.    Limited technology and resources contribute to frequent disconnection between teams and departments. The overload of information and lack of collaboration makes it difficult to bring effective justice to communities. Further, the lack of permissions and access control mean that the wrong team members may have access to private data.

In the past decade, digital data has become the most important source of evidence to solve crimes. Our customer survey suggests 59% of criminal cases involve digital evidence but customers have indicated high profile criminal investigations utilize digital data in nearly all cases. In our 2020 Industry Trend Survey, our customers confirmed this, finding digital data importance in cases has increased 82% over the past three years.

These investigation problems are not only prevalent in the public sector, but also found in the private sector. Pain points exist across many use cases including enterprise companies and service providers that provide critical solutions for litigation support, corporate investigations, security, and compliance. Intellectual property (“IP”) protection remains a concern for companies of all sizes. eDiscovery plays an important role in litigation. Separately, behavior of employees on corporate networks and digital devices remains a top focus for enterprise security and compliance teams. We see three trends in private sector DI:

Remote collection.    Remote collection is a growing customer pain point, mainly for mid-to-large size enterprises. Due to COVID-19, beginning in March 2020, enterprises experienced a massive shift of people towards working from home. This increases the need for remote collection capabilities.

Advanced processing and analytics.    Traditional review is labor intensive and expensive for investigative units. It is being replaced by advanced processing and investigative analytics. In addition, judges want to get the relevant data quicker. Early case assessment has become more necessary to provide more focused, relevant and narrow results in the review phase.

In-house investigations.    Large corporations are more likely to handle investigations in house rather than hiring third party investigators and need to be equipped with tools to collect, review, analyze and manage data.

The Cellebrite DI platform

Our solutions help organizations collect, review, analyze, and manage digital data and processes across the entire investigation lifecycle with an end-to-end DI solution to empower customers and help citizens to create a safer world.

Collect & Review

Digital evidence is the most important source of information in modern investigations. However, access to data is a significant barrier: communications, files, location data must be collected from any device. Cellebrite’s Universal Forensic Extraction Device (“UFED”) has become a market leader in investigations based on its level of customer penetration. Cellebrite UFED is used by 5,000 public sector and 1,700 private sector customers representing the largest installed base in the DI space. UFED enables collecting, decoding and preserving data from over 31,000 different digital device profiles. UFED addresses problems in accessing digital information including

complicated device locks, encryption barriers, deleted and unknown content and other obstacles that can prevent critical evidence from coming to light. It is the tool of choice for over 42,000 individuals in more than 140 countries. Key features of UFED include:

•        Unlocks devices with pattern, password or PIN locks and overcomes encryption challenges quickly on Android and iOS devices.

•        Provides access to more data by performing logical, file system and physical extraction.

•        Unsurpassed recovery methods though exclusive bootloaders, automatic EDL (Emergency Download) capabilities, smart ADB (Android Debugging Bridge) and more.

•        Supports the broadest range of devices including mobile phones, drones, SIM cards, SD cards, GPS devices and others.

Within Collect & Review, we also offer nine other solutions for specific use cases.

•        Premium is an industry leading advanced access solution, providing unlock and extract capabilities for all iOS and the leading Android devices. Premium has become the tool of choice of public safety, providing lawful access to locked and encrypted devices. The solution provides deep access to devices and data that are not available in alternative solutions.

•        Premium Enterprise is our Premium product tailored for extended use by multiple teams and individuals in large and geographically distributed public safety customers.

•        Physical Analyzer helps decrypt, decode, review, analyze and validate digital data quickly from mobile devices, computers, GPS devices and more. It also generates court-ready reports.

•        Inspector provides comprehensive analysis of Windows and Mac devices, including decoding of computer volumes, advanced search, filtering and reporting.

•        Endpoint Inspector is a is a cloud first remote collection solution for Windows and Mac devices, enabling corporations to securely access, review and analyze remote computers whether the employees are on or off the corporate network.

•        UFED Cloud extracts, preserves and analyzes cloud-based content from the public and private-domain, such as social media data, instant messaging, file storage, web mail, and web pages.

•        Frontliner is a mobile application that empowers field officers to selectively collect digital evidence at the scene, helping solve cases faster by capturing incident written details as well as photos, video and audio.

•        Responder is a simplified software solution that provides real time data extraction for investigative field teams on a wide range of digital devices.

•        Seeker creates seamless workflow for managing video evidence including extracting various formats and providing visual analysis tools to process and review long recordings.

•        Digital Collector is a forensic imaging solution that performs triage, live data acquisition, targeted data collection for Windows and Mac computers.

•        Reader is an intuitive DI report viewer targeting investigators and prosecutors as they review and prepare material for court. It allows customization and generation of multiple report formats.

Analyze

With a growing variety of digital devices and cloud sources producing volumes of highly valuable data, investigative teams need intuitive tools to leverage critical sources of information when resources and time are limited. Cellebrite’s Pathfinder helps investigators reach conclusions faster through automated data ingestion, normalization, consolidation, and visualization of a suspects’ journey across their complete digital signature. Pathfinder eliminates time-consuming and manual review of digital data. It is a force multiplier that uses AI and

machine learning (“ML”) algorithms to automatically surface formative leads and actionable insights from every bit and byte of digital data during the early hours of an investigation. The solution addresses the following aspects of the investigation lifecycle:

•        Ingest brings relevant digital data sources into the system in a simple and effective manner.

•        Surface provides intelligent and automatic investigation tools to surface leads and work the case.

•        Simplify caters to multiple personas and roles with varied needs.

•        Collaborate facilitates collaboration within teams and between departments/organizations.

•        Integrate integrates into an existing I&I (Intelligence & Investigations) ecosystem.

A variety of personnel work together on resolving the case from the examiner in the lab to the analyst and investigator which results in much faster investigative conclusions. The Pathfinder solution is available in three categories: Enterprise, Teams and Desktop. Pathfinder Enterprise is an investigative analytics tool tailored for enterprise use cases. Pathfinder Enterprise enables large and distributed teams to collaborate towards resolution of a case. Pathfinder Teams is tailored for use by teams of up to 25 users, and Pathfinder Desktop is designed for a single user.

Seeker provides the ability to analyze video footage. It enables the investigative team to correlate images from different angles and view visually reconstructed crime scenes, enhance and tag video images and determine incident timeline.

Cellebrite also offers Crypto Tracer which analyzes blockchain transactions together with related data from an extensive list of sources to identify and categorize wallets and transactions as: criminal, dark-market, terrorist, ransomware, stolen-token, fraudulent-ICOs, gambling, mixer, ATM or exchange. Additional data is used to enrich wallets and transaction IDs into further type identities, as applicable, e.g. country/location, exchange name, IP address, dark site name, organization name, etc. Data sources include three main groups: open data (e.g., active wallets, cold wallets, non-hosted wallets, advertised wallets, etc.), dark web (e.g., marketplaces, malware under sale, gambling sites, mixers/tumblers services, terrorist groups, dark forums), and private databases (e.g., security research groups, threat intelligence research groups, stolen crypto offerings, ICO offerings). Crypto Tracer empowers teams to reveal solid evidence on individuals who use Bitcoin and other cryptocurrencies for money laundering, terrorism, drug and human trafficking, weapon sales, and other crimes.

Manage

Agencies are expanding extraction capabilities in the lab and in the field in response to the growing importance of digital evidence. This requires better ways to oversee how DI solutions are deployed and utilized. Commander enables collaboration across investigation functions to reduce manual processes. It centrally manages deployed licenses, permissions and access control. Key features are as follows:

•        Enables software version control across users.

•        Provides dashboards and end-to-end visibility for investigation stakeholders.

•        Provides standard operating procedure (“SOP”) enforcement.

Within Management, we also offer Guardian for data management. Guardian is a solution that allows to store, share and review investigative data in a secure environment.

Services

Customer Services help deliver our comprehensive Cellebrite platform and improve customer retention. We provide deployment, customization, interoperability, and integration mainly to our strategic customer base.

Our Advanced Services act as an outsourced lab providing customers with access to our certified DI experts with years of proven hands-on experience. The Cellebrite Training Academy delivers best-in-class training and certification to thousands of investigation practitioners every year. We provide live, online, web-based, on-demand and in-person instructor-led training for investigative teams. Our training helps customers unlock the capabilities of the Cellebrite DI platform and provides best-in-class certifications that enable customers to testify with confidence in court.

Private Sector

In the private sector, our solutions are available to enterprise companies and service providers. Our solutions help protect data and information for purposes of litigation support, internal investigations, compliance and corporate security.

•        eDiscovery is designed for service providers as well as enterprise legal teams that are responsible for litigation support processes.

•        Corporate Investigation Solutions is designed for internal affair teams and compliance teams that conduct investigations to uncover wrongdoings committed by management, employees or third parties.

•        Incident Response Solutions is designed to assist with responses to and debriefing of cyber threats. The solution provides the ability to debrief mobile and computer devices, detect mobile malware and perform root cause analysis.

Our combined mobile, computer and cloud expertise serves as a force multiplier to expand our market presence and acquire new customers in the enterprise environment. Since March 2020, COVID-19 protocols have forced many employees to work remotely. We have seen an increase in use cases for remote collection needs, as employers cope with fully or partially remote work forces.

Market Opportunity

We are a leader in the DI market, which is expected to have a total addressable market (“TAM”) of over $12 billion (including public and private sector) by 2023. We calculate TAM using a bottoms-up analysis.

To arrive at $2.7 billion of potential TAM for Collect & Review, we assume a $415 thousand average potential spend per agency, which is based on current Cellebrite Collect & Review customer spend and estimates of future needs and potential. We assume the potential number of agencies for these solutions to be approximately 6,400, including law enforcement agencies and other relevant public safety customers in jurisdictions and segments targeted by Cellebrite. To arrive at $5.5 billion of potential TAM for Investigative Analytics, we assume a $4.85 million expected potential spend per agency, which is based on current Cellebrite investigative analytics customer spend and estimates of future needs and potential. We assume the potential number of agencies to adopt these solutions to be 1,100 based specialized agencies with relatively large budgets in high income jurisdictions. To arrive at $0.8 billion of potential TAM for Management, we assume a $720 thousand potential spend per agency, which based

on current Cellebrite Management customer spend and estimates of future needs and potential. We assume the potential agencies for this solution to be 1,100 based on specialized agencies with relatively large budgets in high income jurisdictions. To arrive at $1.7 billion of potential TAM for Services, we assume a $270 thousand average potential spend per agency, based on current Cellebrite customer spend and estimates of future needs and potential, and we assume the potential number of agencies relevant for this solution to be 6,400, including law enforcement agencies and other relevant public safety customers in jurisdictions and segments targeted by Cellebrite. To arrive at $1.6 billion of potential TAM for eDiscovery and Corporate Investigations (“CI”), we assume private sector addressable markets of $730 million for collection and $870 million for processing based on the estimated software component of the market size according to ComplexDiscovery.

Our $12 billion TAM can also be divided by customer: state and local government agencies represent $6.0 billion, federal government agencies represent $4.7 billion, and private sector represents $1.6 billion.

Among our 1,700 current private sector customers, our solution is enabling investigation teams to be more efficient and effective. We target the main use cases enterprises are dealing with today in the arena of corporate investigations, security, litigation support, and compliance. The highest density of specific use cases includes eDiscovery, patent infringement investigations, employee misconduct, and corporate security incidents.

Competitive Strengths

•        Deeply entrenched install base

•        We have 6,700 customers in total and according to our estimates, a 28% share of the Collect & Review market today, which allows our unique opportunity to sell investigative analytics and management software into the dominant base of Collect & Review customers.

•        The value of the installed base is supported by the near zero percent gross churn and our over 140% ARR dollar-based net retention rate as of December 31, 2020, among strategic accounts.

•        Our tools have become core to agency workflows, as a result, we have many long term customers who recommend our solutions to other agencies as well as examiners, investigators and analysts who bring our solutions to new agencies when transferring employment.

•        Deep vertical expertise

•        We have over 10 years of experience developing and refining our DI platform.

•        Our competitors’ solutions approach investigative analytics in a broad-based manner, which lacks the investigative-rigor, and domain-specific analysis and enrichments required for investigative data.

•        Our employees’ expertise builds on years working for government agencies. 7.5% of our employees have worked for police, military or intelligence agencies.

•        Strength of DI platform

•        We have a unique technology and platform that allows customers to successfully manage the investigative workflow in a digital era. Global agencies are adopting our platform to strengthen their investigative approach and promote digital transformation within their teams.

•        We provide an end-to-end DI platform, purpose-built for the entire investigation lifecycle. Our proprietary world-class technology overcomes encryption and bypasses locked devices for superior data collection. Our AI-based investigative analytics solutions enrich and fuse data to streamline the investigation and help investigators solve crime much faster than traditional means. The unique working “system” creates new collection and decoding profiles on a daily basis. Our centralized management tools maximize collaboration across investigation teams.

•        We have broad support for over 31,000 physical and virtual device profiles across mobile, laptop, computers, memory containers, applications, CDRs, etc. Today, the velocity of software updates creates a significant barrier for competitors. Our best-in-class research and development team runs a disciplined software update protocol which delivers updated Cellebrite software within days of major operating system update releases.

•        Global investigation standard

•        Our collect, review, analyze, and manage solutions produce high quality, digestible reports that have become the standard in investigation and legal processes.

•        Our reports are accepted in global court systems and as evidence used across hundreds of thousands of trials. We have certified over 20,000 officers globally, all trained with our solutions.

Given these four strengths, we are the only company to provide the end-to-end investigative platform to public sector agencies and the private sector.

Growth Strategy

Expansion within the existing customer base in the public sector

Through our go-to-market, we land customer relationships with Collect & Review solutions like UFED. We have a proven track record of cross-selling additional solutions into our customer base. This is evidenced by our 148% ARR dollar-based net retention rate as of March 31, 2021, in addition to the increase in the proportion of our largest customers using four or more solutions. This proportion has been increasing from 6% in 2017 to 50% in 2020. We believe this reflects the substantial potential for growth within our existing customer base. This is especially the case since the introduction of our Pathfinder, which eliminates time-consuming and manual review of digital data and would allow our customers to make more use of Cellebrite’s solutions. We believe that our largest expansion opportunity lies in delivering solutions to new departments and to new buying centers within existing customers.

Innovative, TAM enhancing new solutions

We plan to develop future solutions to capture additional revenue opportunities within our customer base and with new customers. With over a decade of investigative analytics experience, we are building a broader family of investigative analytics solutions that apply to new use cases and accelerate the investigation process. In development are the next stages of advanced case management solutions built to optimize cases and workflows in future investigations. For example, with the increasing popularity of block chain technologies and cryptocurrencies, we are building solutions to de-anonymize malicious use of cryptocurrencies, such as Crypto Tracer released in 2020.

Subscription and Cloud/SaaS

Subscription licenses comprise 66% of our revenue for the year ending December 31, 2020 and we plan to increase substantially our subscription business by 2023. We see gradually increasing demand from the market for SaaS and we’re investing in SaaS solutions. In the next five years we anticipate extending our DI platform with new SaaS offerings, some of which will include advanced AI/ML technology.

Private sector growth and transition of enterprise solutions

We are investing with a goal of adding 500 new enterprise customers, expanding within existing enterprise customers, and growing annual revenue per customer (“ARPC”) among our private sector customers. Historically, the private sector has utilized our solutions for eDiscovery through our Collect & Review solutions like UFED. Our research shows there is a need beyond Collect & Review to processing and early case assessment, which is expected to lead to an over $1.6 billion TAM by 2023. We will continue to address customer pain points and promote new use cases, examples include:

•        Investigation of the infringement of patents at large pharmaceutical companies.

•        Resolution of corporate security incidents in financial solutions.

•        IP theft to establish similar solutions at a competitor within retailers and manufacturing.

Selective strategic acquisitions

We maintain a disciplined approach to strategic tuck-in and bolt-on acquisitions that complement our technology and accelerate time to market. We utilize strategic acquisitions to expand our addressable market, accelerate revenue growth, broaden customer base and deepen existing relationships exist customers, and allow accelerated growth of our subscription and SaaS business.

Customers

We primarily sell to global government agencies and enterprises that help protect and save lives, accelerate justice and preserve privacy in global communities. Our customers often start with one of our solutions, for example UFED, and expand spend over time as value is realized. This is evidenced by our exceptional customers’ loyalty.

Our customers fall into one of three categories: strategic public, prime public and private.

Strategic public accounts are government agencies with capacity for larger annual contract values and represent approximately 250 customers today. These are large federal agencies and large state and city agencies that have a life time value (“LTV”) of over $750,000 in revenue over the next three years.

Prime public accounts are typically small to mid-size state or local agencies. Mid-sized prime public accounts have the potential to become strategic public accounts.

Private accounts are typically large corporations, service providers, academic organizations and law firms.

As of December 31, 2020, our total customers were 6,700 in more than 140 countries. No organization accounted for more than 5% of 2020 revenue. Our top 25 customers accounted for 27% of total 2020 revenue.

Go-to-market

We target federal, state and local agencies as well as enterprise companies and service providers. Public agency budgets are being diverted to DI to make public safety more effective and efficient.

We utilize a combination of direct sales force and resellers to reach customers. Strategic account executives and prime account representatives manage materially all of the customer relationships directly. We sell to decision makers in public safety, which often include the chief of investigations or the head of investigations and intelligence or the head of the lab. In smaller prime accounts we sell to digital forensics labs, experts as well as police chiefs. In the private sector, we sell to internal security or investigation groups or e-discovery groups within enterprises and to service providers. For our reseller operations, we utilize resellers for government agency procurement where direct sales opportunities do not exist or where the government requires local vendors due to local restrictions. We calibrate our sales and marketing activities based upon the size of the customer and whether the customer is an existing customer or a new customer opportunity.

Our top strategic accounts have dedicated Cellebrite account executives, while other, prime accounts are managed by a sales manager or inside sales representative. Account executives are focused on expanding relationships with top customers, and focusing on customers’ new buying centers. Sales manager and inside sales representatives are focused on expanding sales volume with public sector prime accounts while our account representatives in the private sector are focused on new customer acquisition and expanding sales volume within existing accounts.

For existing customers, we highlight the value we bring to them currently while introducing to them the art of the possible through new solutions. We provide educational and awareness vehicles that drive greater understanding of how to maximize existing Cellebrite tools and solutions utilizing relevant channels such as our online customer community and vehicles like our in-person and virtual workshops, and our “Ask the Expert” video and webinar series. We continue to engage them in a shared vision of achieving their desired outcomes through our technology and services while introducing ancillary solutions that enhance and expand their current capabilities with our technology utilizing self-selection and assessment tools such as the DI Readiness Navigator and interactive case studies delivered virtually or in-person through our Cellebrite Envisioning Centers. We continue to provide relevant thought leadership content that highlights feedback and input from experts and their peers around what’s now and what’s next in digital transformation that improves and accelerates their investigative workflow.

For new customers, Cellebrite leverages channel and content mixes that resonate to target persona needs and interests through focused methodologies and tactics. Typically, we utilize a layered approach with each channel and the corresponding messaging that build on and complement one another, resolving in a demand offer that is compelling and relevant to their needs. We also measure the impact and performance of these efforts and make adjustments accordingly, whether to channel, content, messaging and/or offer.

Competition

We primarily compete with point solutions across functions and markets. Some competitors have a specialty in investigations, while others are primarily analytics tools.

In public safety, we compete with government independent software providers such as: AccessData (recently acquired by Exterro), Axon, IBM i2, GrayShift, Magnet Forensics, MSAB, NICE Public Safety, Nuix, OpenText Guidance, Palantir and Penlink. In the public sector, decision making is a result of a discovered need, the relationship, brand equity, the quality of the solution provided and the perceived level of service. Digital transformation processes are typically driven by senior leaders of an agency and require broader alignment and longer cycles for budget allocation. Demand for extension of existing solutions may either come from operational level or from agency leaders and is typically a shorter cycle.

In the private sector, we compete with vertical software providers AccessData, Magnet Forensics, Nuix, OpenText Guidance, and Relativity. Private sector service providers are typically ROI driven and will decide to acquire our solutions when there is a financial justification of the investment. The drivers for enterprise customers are: operational readiness, compliance, prevention and mitigation of incidents and improving existing operation by introducing effective solutions.

License Terms

The license to use our products is granted to customers on a non-transferable basis usually for an authorized number of users. The license contains customary undertakings from customers and additionally requires them not to use the software in violation of applicable laws (including laws with respect to human rights and the rights of individuals) or in support of any illegal activity or to violate the rights of any third party. We may terminate any license, among other things, in the event of a material breach that is not cured after 30 days’ notice. In addition, we may disable the use of our software, among other things, if we determine that it has been used in violation of the license or applicable laws.

Regulation

We are subject to, and are required to comply with laws and regulations on import and export controls, sanctions, privacy, data protection and employment, among others.

Sanctions and Export Controls

We are subject to Israeli regulations controlling the export of encryption technology. The Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies is a multilateral export control regime with 42 participating states. Although Israel is not a party to the Wassenaar Arrangement, it has adopted the Wassenaar Arrangement List of Dual Use Goods and Technologies and the goods and technologies listed therein are subject to Israeli export control laws and regulations. However, cryptography that is subject to Israeli encryption control laws is not regulated under the Israeli export control regime, even if its capabilities would otherwise place it within Part 2 of Chapter 5 of the Wassenaar Arrangement Dual Use List which relates to Information Security. Israeli law instead subjects such goods and technologies to its own encryption control regime, which includes export restrictions. Our products are therefore currently subject to this regime under Israeli law and not to Israeli export control laws vis-à-vis the Wassenaar Arrangement. Our export licence under the Israeli encryption control regime prohibit us from exporting of our products to customers in certain countries and require us to obtain the consent of the Ministry of Defense to export to customers in certain other countries. We understand that these restrictions are based, among other things, on both considerations of national security and the Israeli government’s assessment of the human rights record of the country in question.

In 2016, the Israeli Ministry of Defense published draft regulations proposing to cancel the existing encryption control regime and to bring Part 2 of Chapter 5 of the Wassenaar Arrangement into full force and effect in its place. Section 5A(4)(b) of Part 2 of Chapter 5 of the Wassenaar Arrangement Dual Use List includes a new provision which (while not specifically stating) appears to apply to digital forensic technologies. If our solutions do become subject to the Wassenaar Arrangement dual use list as adopted by Israel, then they likely will be controlled under either the Israeli Defense Export Control Law, 5767-2007 or the Import and Export Order (Export Control over Dual Use Goods, Services and Technology), 5766-2006, depending on the nature of the customer. For example, under the Defense Export Control Law, an Israeli company may not conduct “defense marketing activity” without a defense marketing license from the Israeli Ministry of Defense and, subject to certain marketing license exceptions, is subject to a licensing requirement from the Israeli Ministry of Defense for any export of controlled defense goods, services and/or know-how. The definition of defense marketing activity is broad and includes any marketing of “defense equipment, services and/or know-how” outside of Israel or to a non-Israeli (including within Israel) regarding controlled dual-use equipment, services and/or know-how. If this occurs and if we determine that this provision applies to us, we may need to adapt our licensing, marketing and export practices to accommodate this change.

Various other countries in which we operate also regulate the import of certain encryption solutions and technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries.

Our activities may be subject to certain economic sanctions laws including the laws of the Israel and the United States. In addition, we have adopted policies and procedures to restrict sales to countries subject to comprehensive U.S. and Israeli sanctions and to designated entities and individuals.

Data Privacy

Our products are used as an on-premise solution and are generally operated by our customers without our involvement. Nevertheless, our service operators occasionally have brief and limited access to customer data, including personally identifiable information (PII), when they receive calls for technical support. In addition, we may extract files containing customer data, including PII, in connection with the provision of our Advanced Services in which we serve as an outsourced lab for the extraction of data from devices that are sent to us by our customers. In both of those situations, we do not access or view customer data, maintain such data securely with limited access, and delete all such data following confirmation that the data has been received by the customer. As a result, for the purposes of the GDPR and the UK equivalent legislation, we are not considered to be a controller and serve as a processor in a number of circumstances, within the meaning of those terms under applicable data privacy laws.

Given the global nature of our operations, we are subject to a variety of local, state, national, and international laws and directives and regulations in the United States and abroad related to privacy and data protection, data security, data storage, retention, transfer and deletion, technology protection, and personal information

The United States subjects companies to Federal and state laws and regulations regarding privacy and information security. California also recently enacted legislation, the CCPA, and follow-on legislation in the CPRA, which provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States and other jurisdictions.

Outside of the United States, virtually every jurisdiction in which we operate has established its own legal framework relating to privacy, data protection, and information security matters with which we and/or our customers must comply. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, retention, disclosure, security, transfer, and other processing of data that identifies or may be used to identify or locate an individual. Some countries and regions have passed legislation that imposes significant obligations in connection with privacy, data protection, and information security, including the GDPR which became effective on May 25, 2018. We are required to comply with the GDPR and, following the exit of the UK from the European Union, the UK equivalent, the implementation of which exposes us to two parallel data protection regimes in Europe, each of which impose several stringent requirements for controllers and processors of personal data and could make it more difficult to and/or more costly for us to collect, store, use, transmit and process personal and sensitive data. Non-compliance with the GDPR and the UK equivalent legislation may result in administrative fines or monetary

penalties of up to 4% of worldwide annual revenue in the preceding financial year or €20 million (whichever is higher) for the most serious infringements, and could result in proceedings against us by governmental entities or other related parties and may otherwise adversely impact our business, financial condition, and results of operations.

Our operations also are subject to various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations.

Intellectual property

Our platform and solutions are based on proprietary software and related solutions. We rely on a combination of copyright, trademark and trade secret laws, as well as certain contractual provisions to establish, maintain, protect and enforce our intellectual property and other proprietary rights, including those relating to our platform and solutions. In addition, we license technology from third parties that is integrated into some of our solutions.

We own a number of registered trademarks, including “Cellebrite,” “UFED” and other pending applications. Cellebrite also owns a number of domain names, including www.cellebrite.com.

Employees

As of December 31, 2020, we had 765 full-time employees, consisting of 126 employees in operations and services, 272 employees in research and development, 146 employees in general and administrative and 221 employees in sales and marketing. Among our full-time employees as of December 31, 2020, 194 were in North America, the Middle East and Africa including 454 in Israel, 59 were in Europe, and 43 were in Asia Pacific and 15 in Latin America. Our employees are driven by the ability to empower public safety heroes in saving lives and combating crime as well as contributing directly to a safer corporate environment. Additionally, 7.5% of our employees have worked for police, military or intelligence agencies.

Properties and facilities

Our headquarters are currently located in a 6,386 square meter facility that we lease in Petach-Tikva, Israel, where the premises are used for activities related to the field of digital intelligence. Our lease for this facility initially expired in December 11, 2007 and was extended until May 15, 2026. We also lease a 1,445 square meters office space in Kiryat Malachi, Israel where the premises are used for activities related to Mobile Technology Manufacturing. Our lease for this facility initially expired in June 7, 2018 and was extended until February 28, 2031.

In addition, we have offices and manufacturing sites in Kiryat Malachi, Israel and offices in Vienna, Virginia; Parsippany, New Jersey; San Jose, California; Ottawa, Canada; Singapore; Noida, India; Canberra, Australia; Tokyo, Japan; Sao Paulo, Brazil; London, UK; Munich, Germany. Our offices support functions across sales and marketing, services, research and development, and operations and administration.

Recent acquisitions

On February 28, 2020, we completed the acquisition of 100% of the shares of BlackBag Technologies Inc., a U.S. computer forensic solutions company, for a total amount of $33.4 million. The acquisition expands our portfolio of DI solutions and upgrades our strategic commitment to provide customers a “one-stop-shop” offering that is capable of meeting their most important digital investigation needs. Our all-in-one solution provides public and private sector customers a comprehensive integrated offering with access to all major aspects of a digital investigation generating critical insights in a controlled and coordinated fashion while accelerating the investigative process. It also means offering a broad array of field acquisition capabilities including consent-based evidence collection along with an integrated solution set that provides access, insight and evidence management to facilitate and control large-scale deployments and orchestrate the entire DI operation.

Legal proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

SELECTED HISTORICAL FINANCIAL DATA OF TWC

The following tables set forth selected historical financial data from TWC’s statement of operations data for the period from July 20, 2020 (inception) to December 31, 2020 and the balance sheet data as of December 31, 2020 that are derived from TWC’s audited financial statements, as restated, included elsewhere in this proxy statement/prospectus. The selected historical condensed statements of operations data of TWC for the three months ended March 31, 2021 and the condensed balance sheet data as of March 31, 2021 are derived from TWC’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus. In the opinion of TWC’s management, the unaudited interim condensed financial statements include all adjustments necessary to state fairly TWC’s financial position as of March 31, 2021 and the results of operations for the three months ended March 31, 2021.

The information below is only a summary and should be read in conjunction with the sections entitled “TWC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About TWC” and the financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

TWC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.