Cellebrite DI Ltd. — Prospectus 2021

Nov 12, 2021

424B3 1 ea150385-424b3_cellebrite.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259826

PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated October 6, 2021)

CELLEBRITE DI LTD.

171,729,210 Ordinary Shares 9,666,667 Warrants to Purchase Ordinary Shares 29,666,667 Ordinary Shares Underlying Warrants

This prospectus supplement amends and supplements the prospectus dated October 6, 2021 (the “Prospectus”) which forms a part of our Registration Statement on Form F-1, as amended and supplemented (Registration Statement No. 333-259826). This prospectus supplement is being filed to update and supplement the information included in the Prospectus with the GAAP financial statements tables contained in our report of foreign private issuer on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on November 10, 2021 (the “Form 6-K”). Such tables from the Form 6-K are attached to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares, with par value of NIS 0.00001 per share (“Ordinary Shares”), and warrants to purchase Ordinary Shares (“Warrants”) are traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “CLBT” and “CLBTW,” respectively. The last reported sale price of the Ordinary Shares on November 9, 2021 was $10.20 per share, and the last reported sale price of the Warrants on November 9, 2021 was $2.92 per warrant, as reported on Nasdaq.

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You should read the Prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See “ Risk Factors ” beginning on page 12 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 10, 2021.

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Cellebrite DI Ltd.

Third Quarter 2021 Results Summary

(U.S Dollars in thousands)

September 30,			September 30,
2021		2020	2021	2020
(Unaudited)		(Unaudited)	(Unaudited)	(Unaudited)
Revenue	65,887		53,241	178,338	137,745
Gross profit	53,934		43,740	148,117	110,386
Gross margin	81.9	%	82.2 %	83.1 %	80.1 %
Operating income (loss)	(3,092	)	8,983	9,516	4,150
Operating margin	-4.7	%	16.9 %	5.3 %	3.0 %
Cash flow from operations	(8,047	)	16,636	6,260	34,396

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Cellebrite DI Ltd.

Condensed Consolidated Balance Sheets

(U.S. Dollars in thousands)

	September 30, — 2021	2020
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$ 109,886	$	128,709
Restricted cash	-		5,137
Short-term deposits	61,801		108,928
Trade receivables (net of allowance for doubtful accounts of $589 as of September 30, 2021 and $616 as of December 31, 2020)	76,215		66,324
Prepaid expenses and other current assets	14,055		7,439
Contract acquisition costs	4,563		2,979
Inventories	4,808		4,754
Total current assets	271,328		324,270
Non-current assets
Other non-current assets	179		565
Deferred tax assets, net	9,475		7,372
Property and equipment, net	16,392		16,106
Intangible assets, net	8,312		6,611
Goodwill	9,463		9,463
Total non-current assets	43,821		40,117
Total assets	$ 315,149	$	364,387
Liabilities, redeemable convertible preferred shares and shareholders’ equity
Current Liabilities
Trade payables	$ 5,756	$	4,727
Other accounts payable and accrued expenses	51,732		49,112
Deferred revenues	115,017		105,543
Restricted Sponsor Shares liability	55,893		-
Price Adjustment Shares liability	103,338		-
Derivative warrant liabilities	71,984		-
Total current liabilities	403,720		159,382
Long-term liabilities
Liability for employees’ severance benefits	363		366
Other long-term liabilities	6,652		6,191
Long-term deferred revenues	34,398		33,439
Total long-term liabilities	41,413		39,996
Total liabilities	$ 445,133	$	199,378
Redeemable convertible preferred shares	-		101,205
Shareholders’ equity (deficiency)
Share capital	*-		*-
Additional paid-in capital	(156,339	)	34,226
Treasury stock, NIS 0.00001 par value; 41,776 ordinary shares	(85	)	(85	)
Accumulated other comprehensive income	(78	)	1,321
Retained earnings	26,518		28,342
Total shareholders’ equity (deficiency)	(129,984	)	63,804
Total liabilities, redeemable convertible preferred shares and shareholders’ equity (deficiency)	$ 315,149	$	364,387

• Less than US$1.

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Cellebrite DI Ltd.

Condensed Consolidated Statements of Income

(U.S Dollars in thousands, except share and per share data)

	For the three months ended
	September 30,			September 30,
	2021	2020		2021		2020
	(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Revenue:
Subscription services	$ 30,046	$	25,841	$	88,890	$	72,843
Term-license	21,205		9,163		44,340		18,852
Perpetual license and other	6,657		11,838		24,782		30,304
Professional services	7,979		6,399		20,326		15,746
Total revenue	65,887		53,241		178,338		137,745
Cost of revenue:
Subscription services	2,650		2,278		7,324		6,741
Term-license	651		577		1,546		936
Perpetual license and other	2,282		1,930		5,158		6,470
Professional services	6,371		4,716		16,193		13,212
Total cost of revenue	11,954		9,501		30,221		27,359
Gross profit	53,933		43,740		148,117		110,386
Operating expenses:
Research and development	16,427		12,899		46,708		39,606
Sales and marketing	20,123		15,162		55,150		43,542
General and administrative*	20,475		6,696		36,743		23,088
Total operating expenses	57,025		34,757		138,601		106,236
Operating income (loss)	(3,092	)	8,983		9,516		4,150
Financial income, net	17,812		417		18,674		1,574
Income before income tax expense	14,720		9,400		28,190		5,724
Income tax expense	6,581		1,279		8,665		2,897
Net income	$ 8,139	$	8,121	$	19,525	$	2,827
Earnings per share:
Basic	$ 0.06	$	0.04	$	0.15	$	(0.07	)
Diluted	$ 0.05	$	0.03	$	0.13	$	(0.07	)
Weighted average shares outstanding:
Basic	144,845,163		123,378,301		131,086,877		123,513,879
Diluted	163,348,212		157,968,025		148,164,411		123,513,879
Other comprehensive income:
Unrealized gain (loss) on hedging transactions	(174	)	(400	)	(1,440	)	415
Currency translation adjustments	(15	)	56		40		54
Total other comprehensive income (loss), net of tax	(189	)	(344	)	(1,400	)	469
Total other comprehensive income	$ 7,950	$	7,777	$	18,125	$	3,296

• Including one-time issuance costs

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Cellebrite DI Ltd.

Condensed Consolidated Statements of Cash Flow

(U.S. Dollars in thousands)

	For the three months ended
	September 30,			September 30,
	2021	2020		2021		2020
	(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Cash flow from operating activities:
Net income	$ 8,139	$	8,121	$	19,525	$	2,827
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Employees’ stock option compensation and RSU’s	1,417		1,825		4,819		5,731
Depreciation and amortization	2,097		1,689		5,277		4,346
Deferred income taxes	(1,338	)	378		(1,907	)	1,301
Revaluation of derivative warrants	3,539		-		3,539		-
Revaluation of earn out shares	(20,791	)	-		(20,791	)	-
Increase (decrease) in liability for severance benefits, net	2		2		(1	)	1
Increase in trade receivables	(24,357	)	(18,259	)	(10,648	)	(14,134	)
Increase in deferred revenue	15,344		16,255		12,652		27,602
Decrease in other non-current assets	4,693		33		385		21
Increase in prepaid expenses and other current assets	(5,687	)	(401	)	(10,845	)	(146	)
Decrease (Increase) in inventories	36		403		(87	)	(593	)
Increase (decrease) in trade payables	1,494		(1,009	)	1,200		(3,100	)
Increase in other accounts payable and accrued expenses	7,249		6,852		2,679		9,793
Increase in other long-term liabilities	116		747		463		747
Net cash provided by (used in) operating activities	(8,047	)	16,636		6,260		34,396
Cash flows from investing activities:
Purchases of property and equipment	(1,479	)	(1,162	)	(4,333	)	(4,789	)
Payment related to business combination, net of cash acquired	-		-		-		(15,046	)
Asset acquisition	-		-		(3,000	)	-
Short term deposits, net	18,047		55,986		47,127		31,830
Net cash provided by investing activities	16,568		54,824		39,794		11,995
Cash flows from financing activities:
Repurchase of common shares	-		-		-		(85	)
Payment of dividend	(100,000	)	-		(100,000	)	(10,000	)
Exercise of options to shares	1,174		-		1,361		-
Proceeds from Recapitalization transaction, net	29,298		-		29,298		-
Net cash used in financing activities	(69,528	)	-		(69,341	)	(10,085	)
Net increase (decrease) in cash and cash equivalents and restricted cash	(61,007	)	71,460		(23,287	)	36,306
Net effect of Currency Translation on cash and cash equivalents	(500	)	306		(673	)	169
Cash and cash equivalents and restricted cash at beginning of period	171,393		46,392		133,846		81,683
Cash and cash equivalents and restricted cash at end of period	$ 109,886	$	118,158	$	109,886	$	118,158
Supplemental cash flow information:
Cash paid for taxes	738		699		6,399		1,332
Non-cash activities
Purchase of property and equipment on suppliers’ credit	(119	)	58		65		253

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