Cellebrite DI Ltd. — Major Shareholding Notification 2024

Feb 8, 2024

SC 13G/A 1 ea193176-13ga1igp_cellebrite.htm AMENDMENT NO. 1 TO SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)*

| CELLEBRITE
DI LTD. |
| --- |
| (Name of Issuer) |

Ordinary Shares, with par value of NIS 0.00001 per share
(Title of Class of Securities)

M2197Q107
(CUSIP Number)

Maya Bareket

IGP SaferWorld, L.P.

Arik Einstain 3 , Building B, 9 th floor

Herzliya, Israel 4659071

With a copy to:

Jonathan Nathan, Adv.

Meitar Law Offices

16 Abba Hillel Road

Ramat Gan 5250608, Israel

Telephone: +972-3-610-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. M2197Q107 13G/A Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS
	IGP Saferworld, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	21,087,692 (1)
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	21,087,692 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,087,692 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

| (1) | IGP Saferworld, Limited Partnership
(“ IGP Saferworld ”) holds the subject ordinary shares of the Issuer. IGP Investments (G.P.L.P), Limited Partnership
serves as the general partner of IGP Saferworld. IGP Investments (G.P.), Ltd., in turn, serves as the general partner of IGP Investments
(G.P.L.P), Limited Partnership. Mr. Haim Shani and Mr. Moshe Lichtman serve as the managing directors of IGP Investments (G.P.), Ltd.
As such, IGP Saferworld may be deemed to share beneficial ownership of the subject ordinary shares held by it with each of IGP Investments
(G.P.L.P), Limited Partnership; IGP Investments (G.P.), Ltd.; Mr. Shani; and Mr. Lichtman. |
| --- | --- |
| (2) | This percentage is based on
197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial
statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the Securities and Exchange
Commission (the “ SEC ”) on September 1, 2023. |

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CUSIP No. M2197Q107 13G/A Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS
	IGP Investments (G.P.L.P), Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	21,087,692 (1)
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	21,087,692 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,087,692 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

(1)	IGP Investments (G.P.L.P), Limited Partnership serves as the general partner of IGP Saferworld, which holds the subject ordinary shares of the Issuer. As such, IGP Investments (G.P.L.P), Limited Partnership may be deemed to share beneficial ownership of the subject ordinary shares.
(2)	This percentage is based on 197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on September 1, 2023.

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CUSIP No. M2197Q107 13G/A Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS
	IGP Investments (G.P.), Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	21,087,692 (1)
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	21,087,692 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,087,692 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

| (1) | IGP Investments (G.P.), Ltd.
serves as the general partner of IGP Investments (G.P.L.P), Limited Partnership, which in turn serves as the general partner of IGP Saferworld,
which holds the subject ordinary shares of the Issuer. As such, IGP Investments (G.P.), Ltd. may be deemed to share beneficial ownership
of the subject ordinary shares. |
| --- | --- |
| (2) | This percentage is based on
197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial
statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on September
1, 2023. |

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CUSIP No. M2197Q107 13G/A Page 5 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Haim Shani
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	21,087,692 (1)
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	21,087,692 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,087,692 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

| (1) | Haim Shani serves as a managing
director of IGP Investments (G.P.), Ltd., which serves as the general partner of IGP Investments (G.P.L.P), Limited Partnership, which,
in turn, serves as the general partner of IGP Saferworld, which holds the subject ordinary shares of the Issuer. As such,
Mr. Shani may be deemed to share beneficial ownership of the subject ordinary shares. |
| --- | --- |
| (2) | This percentage is based on
197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial
statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on September
1, 2023. |

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CUSIP No. M2197Q107 13G/A Page 6 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Moshe Lichtman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	(a) Israel (b) United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	21,087,692 (1)
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	21,087,692 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,087,692 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.7% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1)	Moshe Lichtman serves as a managing director of IGP Investments (G.P.), Ltd., which serves as the general partner of IGP Investments (G.P.L.P), Limited Partnership, which, in turn, serves as the general partner of IGP Saferworld, which holds the subject ordinary shares of the Issuer. As such, Mr. Shani may be deemed to share beneficial ownership of the subject ordinary shares.
(2)	This percentage is based on 197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on September 1, 2023.

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Item 1(a). Name of Issuer:

The name of the issuer is Cellebrite DI Ltd. (the “ Issuer ”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 94 Shlomo Shmelzer Road, Petah Tikva 4970602, P.O.B 3925 Israel.

Item 2(a). Name of Person Filing:

The following entities and individuals, as listed below, who are filing this Amendment No. 1 (this “ Amendment ”) to the Statement of Beneficial Ownership on Schedule 13G filed on February 24, 2022 (the “ Statement ”), are referred to herein collectively as the “ Reporting Persons ”:

(i)	IGP Saferworld, Limited Partnership
(ii)	IGP Investments (G.P.L.P), Limited Partnership
(iii)	IGP Investments (G.P.), Ltd.
(iv)	Haim Shani
(v)	Moshe Lichtman

IGP Saferworld, Limited Partnership (“ IGP Saferworld ”) directly holds the 21,087,692 ordinary shares of the Issuer that are reported in this Amendment. IGP Investments (G.P.L.P), Limited Partnership serves as the general partner of IGP Saferworld, and IGP Investments (G.P.), Ltd., in turn, serves as the general partner of IGP Investments (G.P.L.P), Limited Partnership. Mr. Haim Shani and Mr. Moshe Lichtman serve as the managing directors of IGP Investments (G.P.), Ltd. and possess ultimate voting and investment authority with respect to the subject ordinary shares of the Issuer held by IGP Saferworld.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business office of the Reporting Persons is 3 Arik Einstain St., Building B, 9 th floor, Herzliya, 4659071, Israel.

Item 2(c). Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

(i)	IGP Saferworld- Israel
(ii)	IGP Investments (G.P.L.P), Limited Partnership- Israel
(iii)	IGP Investments (G.P.), Ltd.- Israel
(iv)	Haim Shani- Israel
(v)	Moshe Lichtman- Israel and United States

Item 2(d). Title of Class of Securities:

This Statement relates to the ordinary shares, par value NIS 0.00001 per share, of the Issuer (“ ordinary shares ”).

Item 2(e). CUSIP Number:

The CUSIP number of the ordinary shares is M2197Q107.

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Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

I. IGP Saferworld

(a)	Amount beneficially owned: 21,087,692 ordinary shares (1)
(b)	Percent of class*: 10.7%
(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 21,087,692 (1)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 21,087,692 (1)

II. IGP Investments (G.P.L.P), Limited Partnership

(a)	Amount beneficially owned: 21,087,692 ordinary shares (1)
(b)	Percent of class*: 10.7%
(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 21,087,692
(1)
(iii)	Sole power to dispose of or to direct the disposition
of: 0
(iv)	Shared power to dispose of or to direct the disposition
of: 21,087,692 (1)

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III. IGP Investments (G.P.), Ltd.

(a)	Amount beneficially owned: 21,087,692 ordinary shares (1)
(b)	Percent of class*: 10.7%
(c)	Number of shares as to which the person has:

| (i) | Sole power to vote or to direct the vote:
0 |
| --- | --- |
| (ii) | Shared power to vote or to direct the vote: 21,087,692
(1) |
| (iii) | Sole power to dispose of or to direct the disposition
of: 0 |
| (iv) | Shared power to dispose of or to direct the disposition
of: 21,087,692 (1) |

IV. Haim Shani

(a)	Amount beneficially owned: 21,087,692 ordinary shares (1)
(b)	Percent of class*: 10.7%
(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 21,087,692 (1)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 21,087,692 (1)

V. Moshe Lichtman

(a)	Amount beneficially owned: 21,087,692 ordinary shares (1)
(b)	Percent of class*: 10.7%
(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 21,087,692
(1)
(iii)	Sole power to dispose of or to direct the disposition
of: 0
(iv)	Shared power to dispose of or to direct the disposition
of: 21,087,692 (1)

• All percentage ownership reflected in this Statement is based on 197,367,840 ordinary shares of the Issuer issued and outstanding as of June 30, 2023, as described in the interim consolidated financial statements attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on September 1, 2023.

(1) See the cover page for the applicable Reporting Person, which is incorporated by reference herein, for the explanation as to the basis for the beneficial ownership of these ordinary shares by the Reporting Person.

Each of the foregoing Reporting Persons disclaims beneficial ownership of the ordinary shares reported herein except to the extent of its or his (as applicable) pecuniary interest (if any) therein.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

IGP Saferworld, Limited Partnership
By:	IGP Investments (G.P.L.P), Limited Partnership, its general
partner
By:	IGP Investments (G.P.), Ltd., its general partner
By:	/s/ Haim Shani
Name:	Haim Shani
Title:	Managing Director
By:	/s/ Moshe Lichtman
Name:	Moshe Lichtman
Title:	Managing Director
IGP Investments (G.P.L.P), Limited Partnership
By:	IGP Investments (G.P.), Ltd., its general partner
By:	/s/ Haim Shani
Name:	Haim Shani
Title:	Managing Director
By:	/s/ Moshe Lichtman
Name:	Moshe Lichtman
Title:	Managing Director
IGP Investments (G.P.), Ltd.
By:	/s/ Haim Shani
Name:	Haim Shani
Title:	Managing Director
By:	/s/ Moshe Lichtman
Name:	Moshe Lichtman
Title:	Managing Director
/s/ Haim Shani
Haim Shani
/s/ Moshe Lichtman
Moshe Lichtman

Dated: February 8, 2024

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EXHIBITS

Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)- incorporated by reference to Exhibit 1 to the Statement

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