Cellebrite Announces Results of Completed Redemption of All Outstanding Warrants
September 18 2024 - 4:15PM
Cellebrite DI Ltd. (Nasdaq: CLBT) (“
Cellebrite,”
the “
Company” or “
we”), a global
leader in premier Digital Investigative solutions for the public
and private sectors, announced today the results of the completed
redemption (the “
Redemption”) of its Warrants (as
defined below) to purchase ordinary shares of the Company (the
“
Ordinary Shares”).
On August 15, 2024, the Company announced that
it will redeem all of its Warrants that remain outstanding at 5:00
p.m. New York City time on September 16, 2024 (the
“Redemption Date”) for a redemption price of $0.10
per Warrant.
The Warrants include (i) the outstanding public
warrants to purchase Ordinary Shares (the “Public
Warrants”) issued pursuant to that certain Assignment,
Assumption and Amended and Restated Warrant Agreement, dated on
August 30, 2021 (the “Warrant Agreement”), between
the Company and Equiniti Trust Company, LLC (as successor to
American Stock Transfer & Trust Company, LLC), which were
originally issued by TWC Tech Holdings II Corp.
(“TWC”) in connection with its initial public
offering and subsequently assumed by the Company and converted into
warrants to purchase Ordinary Shares of the Company as a result of
the Company’s business combination with TWC which was consummated
on August 30, 2021 (the “Business Combination”),
and (ii) the outstanding private placement warrants to purchase
Ordinary Shares (the “Private Placement Warrants”
and, together with the Public Warrants, the
“Warrants”) originally issued by TWC in a private
placement transaction under the Private Placement Warrants Purchase
Agreement, dated as of September 10, 2020, by and between TWC and
TWC Tech Holdings II, LLC, and converted into warrants to purchase
Ordinary Shares of the Company as a result of the Business
Combination, on the same terms as the outstanding Public
Warrants.
Of the 19,999,449 Public Warrants that were
outstanding as of August 15, 2024, 4,645 Public Warrants were
exercised for cash at an exercise price of $11.50 per Ordinary
Share in exchange for an aggregate of 4,645 Ordinary Shares and
19,878,580 Public Warrants were exercised on a cashless basis in
exchange for an aggregate of 6,798,440 Ordinary Shares. The Public
Warrants that were exercised represented 99.4% of the outstanding
Public Warrants in the aggregate. A total of 116,224 Public
Warrants remained unexercised as of the Redemption Date, and the
Company redeemed those Public Warrants for an aggregate redemption
price of $11,622.40. Following the Redemption Date, the Company had
no Public Warrants outstanding.
Of the 9,666,667 Private Placement Warrants that
were outstanding as of August 15, 2024, the Company received a
notice of exercise with respect to all of the Private Placement
Warrants, to be exercised on a cashless basis in exchange for an
aggregate of 3,306,000 Ordinary Shares. The holder of the Private
Placement Warrants did not benefit from the ruling obtained by the
Company from the Israeli Tax Authority (“ITA”)
with respect to cashless exercises by holders of Public Warrants as
described in the Company’s previously issued notice of redemption
and, therefore, the Company has granted such holder until February
25, 2025 (the “Outside Date”) to obtain an
exemption from withholding tax from the ITA. The number of Ordinary
Shares issuable upon exercise of the Private Placement Warrants is
not subject to change or adjustment. The Ordinary Shares will not
be issued until the earlier of such exemption being obtained and
the Outside Date.
In connection with the Redemption, the Public
Warrants stopped trading on the Nasdaq Global Select Market
(“Nasdaq”) and have been delisted. The Redemption
had no effect on the trading of the Company’s Ordinary Shares,
which continue to trade on Nasdaq under the ticker symbol
“CLBT.”
This press release does not and will not
constitute an offer to sell, or the solicitation of an offer to
buy, the Warrants, the Ordinary Shares, or any other securities,
nor will there be any sale of the Warrants, the Ordinary Shares or
any such other securities, in any state or other jurisdiction in
which such offer, sale or solicitation would be unlawful.
About Cellebrite
Cellebrite’s (Nasdaq: CLBT) mission is to enable
its customers to protect and save lives, accelerate justice, and
preserve privacy in communities around the world. We are a global
leader in Digital Investigative solutions for the public and
private sectors, empowering organizations in mastering the
complexities of legally sanctioned digital investigations by
streamlining intelligence processes. Trusted by thousands of
leading agencies and companies worldwide, Cellebrite’s Digital
Investigative platform and solutions transform how customers
collect, review, analyze and manage data in legally sanctioned
investigations. To learn more visit us at
www.cellebrite.com, https://investors.cellebrite.com, or
follow us on X at @Cellebrite.
References to Websites and Social Media
Platforms
References to information included on, or
accessible through, websites and social media platforms do not
constitute incorporation by reference of the information contained
at or available through such websites or social media platforms,
and you should not consider such information to be part of this
press release.
Media
Victor Cooper Sr. Director of Corporate Communications + Content
Operations Victor.cooper@cellebrite.com +1 404.804.5910
Investor Relations
Andrew Kramer Vice President, Investor
Relations investors@cellebrite.com +1 973.206.7760
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