Cellebrite DI Ltd. — Regulatory Filings 2022

Aug 11, 2022

424B3 1 ea164215-424b3_cellebrite.htm PROSPECTUS SUPPLEMENT NO. 3

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259826

PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated April 5, 2022)

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 April 5, 2022 (the “Prospectus”) which forms a part of our Registration Statement on Form F-1, as amended and supplemented, including by Post-Effective Amendment No. 1 thereto (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 August 11, 2022 (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 August 10, 2022 was $5.67 per share, and the last reported sale price of the Warrants on August 10, 2022 was $0.96 per warrant, as reported on Nasdaq.

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 August 11, 2022.

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Cellebrite DI Ltd.
Second Quarter 2022 Results Summary
(U.S Dollars in thousands)

June 30,			June 30,
2022		2021	2022		2021
Unaudited		Unaudited	Unaudited		Unaudited
Revenue	62,573		59,168	124,958		112,451
Gross profit	49,475		49,100	100,877		94,184
Gross margin	79.1	%	83.0 %	80.7	%	83.8 %
Operating (loss) income	(5,599	)	8,221	(7,545	)	12,608
Operating margin	(8.9	)%	13.9 %	(6.0	)%	11.2 %
Cash flow from operations	(4,073	)	13,942	(14,610	)	13,818

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Cellebrite DI Ltd.
Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)

	June 30, — 2022	2021
	Unaudited	Audited
Assets
Current assets
Cash and cash equivalents	$ 89,181	$	145,973
Marketable securities	32,435		—
Short-term deposits	18,394		35,592
Trade receivables (net of allowance for doubtful accounts of $1,500 and $1,040 as of June 30, 2022 and December 31, 2021, respectively)	66,746		67,505
Prepaid expenses and other current assets	11,665		12,818
Contract acquisition costs	4,601		4,813
Inventories	8,116		6,511
Total current assets	231,138		273,212
Non-current assets
Other non-current assets	1,826		1,958
Marketable securities	25,335		—
Deferred tax assets, net	12,038		9,800
Property and equipment, net	17,775		16,756
Intangible assets, net	9,901		11,228
Goodwill	26,829		26,829
Total non-current assets	93,704		66,571
Total assets	$ 324,842	$	339,783
Liabilities and shareholders’ equity (deficiency)
Current Liabilities
Trade payables	$ 3,775	$	9,546
Other accounts payable and accrued expenses	47,453		54,044
Deferred revenues	121,645		122,983
Total current liabilities	172,873		186,573
Long-term liabilities
Other long term liabilities	6,580		9,537
Deferred revenues	35,476		36,426
Restricted Sponsor Shares liability	22,600		44,712
Price Adjustment Shares liability	37,798		79,404
Derivative warrant liabilities	25,457		56,478
Total long-term liabilities	127,911		226,557
Total liabilities	$ 300,784	$	413,130
Shareholders' equity (deficiency)
Share capital	*)		*)
Additional paid-in capital	(141,921	)	(153,072	)
Treasury stock, NIS 0.00001 par value; 41,776 ordinary shares	(85	)	(85	)
Accumulated other comprehensive income	(1,009	)	1,372
Retained earnings	167,073		78,438
Total shareholders' equity (deficiency)	24,058		(73,347	)
Total liabilities and shareholders’ equity (deficiency)	$ 324,842	$	339,783

*) Less than 1 USD

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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
	June 30,			June 30,
	2022		2021	2022			2021
	Unaudited		Unaudited	Unaudited			Unaudited
Revenue:
Subscription services	$ 36,446		$ 29,870	$	70,387		$ 58,844
Term-license	13,395		11,588		27,653		23,135
Total subscription	49,841		41,458		98,040		81,979
Perpetual license and other	4,200		10,382		10,300		18,125
Professional services	8,532		7,328		16,618		12,347
Total revenue	62,573		59,168		124,958		112,451
Cost of revenue:
Subscription services	4,576		2,192		8,112		4,674
Term-license	178		538		368		895
Total subscription	4,754		2,730		8,480		5,569
Perpetual license and other	3,256		1,816		5,498		2,876
Professional services	5,088		5,522		10,103		9,822
Total cost of revenue	13,098		10,068		24,081		18,267
Gross profit	$ 49,475		$ 49,100	$	100,877		$ 94,184
Operating expenses:
Research and development	19,675		15,388		39,251		30,281
Sales and marketing	24,892		18,509		48,151		35,027
General and administrative	10,507		6,982		21,020		16,268
Total operating expenses	$ 55,074		$ 40,879	$	108,422		$ 81,576
Operating (loss) income	$ (5,599	)	$ 8,221	$	(7,545	)	$ 12,608
Financial income, net	38,466		496		94,866		862
Income before tax	32,867		8,717		87,321		13,470
Tax (income) expense	(330	)	921		(1,314	)	2,084
Net income	$ 33,197		$ 7,796	$	88,635		$ 11,386
Earnings per share:
Basic	$ 0.18		$ 0.03	$	0.47		$ 0.03
Diluted	$ 0.17		$ 0.02	$	0.44		$ 0.02
Weighted average shares outstanding:
Basic	181,907,435		125,404,745		181,217,005		125,106,697
Diluted	192,133,157		125,404,745		194,355,966		125,106,697
Other comprehensive income:
Unrealized (loss) gain on hedging transactions	(1,757	)	120		(2,907	)	(1,266	)
Unrealized loss on Marketable securities	(237	)	—		(286	)	—
Currency translation adjustments	410		(407	)	812		55
Total other comprehensive loss, net of tax	(1,584	)	(287	)	(2,381	)	(1,211	)
Total other comprehensive income	$ 31,613		$ 7,509	$	86,254		$ 10,175

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Cellebrite DI Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S Dollars in thousands, except share and per share data)

	For the three months ended
	June 30,			June 30,
	2022	2021		2022		2021
	Unaudited	Unaudited		Unaudited		Unaudited
Cash flow from operating activities:
Net income	$ 33,197	$	7,796	$	88,635	$	11,386
Adjustments to reconcile net income to net cash provided by operating activities:
Share based compensation and RSU's	3,605		1,703		6,463		3,402
Amortization of premium, discount and accrued interest on marketable securities	(55	)	—		(38	)	—
Depreciation and amortization	2,257		1,699		4,369		3,180
Interest income from short term deposits (*)	(137	)	(148	)	(199	)	(489	)
Deferred income taxes	(918	)	134		(1,842	)	(569	)
Remeasurement of derivative warrants	(13,938	)	—		(31,021	)	—
Remeasurement of Restricted Sponsor Shares liability	(8,606	)	—		(22,112	)	—
Remeasurement of Price Adjustment Shares liability	(15,847	)	—		(41,606	)	—
(Increase) decrease in trade receivables	(7,765	)	7,472		(750	)	13,709
Increase (decrease) in deferred revenue	7,858		(3,940	)	1,942		(2,692	)
Decrease (increase) in other non-current assets	166		(2,559	)	133		(4,308	)
Decrease (Increase) in prepaid expenses and other current assets	180		(3,149	)	930		(5,158	)
(Increase) decrease in inventories	(274	)	15		(1,621	)	(123	)
Decrease in trade payables	(5,421	)	(235	)	(5,773	)	(294	)
Increase (decrease) in other accounts payable and accrued expenses	1,922		4,954		(9,163	)	(4,570	)
(Decrease) increase in other long-term liabilities	(297	)	200		(2,957	)	344
Net cash (used in) provided by operating activities	(4,073	)	13,942		(14,610	)	13,818
Cash flows from investing activities:
Purchases of property and equipment	(1,571	)	(1,546	)	(3,876	)	(2,854	)
Investment in marketable securities	(33,913	)	—		(63,189	)	—
Proceed from marketable securities	5,172		—		5,172		—
Assets acquisition	—		(3,000	)	—		(3,000	)
Short term deposits, net (*)	(784	)	21,720		17,397		29,569
Net cash (used in) provided by investing activities	(31,096	)	17,174		(44,496	)	23,715
Cash flows from financing activities:
Exercise of options to shares	1,060		187		4,687		187
Net cash provided by financing activities	1,060		187		4,687		187
Net (decrease) increase in cash and cash equivalents	(34,109	)	31,303		(54,419	)	37,720
Net effect of Currency Translation on cash and cash equivalents	(2,429	)	125		(2,373	)	(173	)
Cash and cash equivalents at beginning of period	125,719		139,965		145,973		133,846
Cash and cash equivalents at end of period	$ 89,181	$	171,393	$	89,181	$	171,393
Supplemental cash flow information:
Income taxes paid	2,602		2,254		3,889		5,661
Non-cash activities
Purchase of property and equipment	88		19		221		184
*) Reclassification

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