Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259826

 

PROSPECTUS SUPPLEMENT NO. 2
(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 February 16, 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 February 15, 2021 was $7.01 per share, and the last reported sale price of the Warrants on February 15, 2021 was $1.36 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 February 16, 2022.

 

 

Cellebrite DI Ltd.

Fourth Quarter 2021 Results Summary

(U.S Dollars in thousands)

 

		For the three months ended								For the year ended
		December  31,								December  31,
		2021				2020				2021				2020
Revenue			67,908				57,168				246,246				194,913
Gross profit			55,572				46,648				203,689				157,034
Gross margin			81.8	%			81.6	%			82.7	%			80.6	%
Operating income			4,306				5,068				13,822				9,218
Operating margin			6.3	%			8.9	%			5.6	%			4.7	%
Cash flow from operations			29,792				32,114				36,052				66,510

 

 

Cellebrite DI Ltd.

Condensed Consolidated Balance Sheets

(U.S. Dollars in thousands)

 

		December 31,				December 31,
		2021				2020
Assets
Current assets
Cash and cash equivalents		$	145,973			$	128,709
Restricted cash			-				5,137
Short-term deposits			35,592				108,928
Trade receivables (net of allowance for doubtful accounts of $1,040 and $616 as of December 31, 2021 and 2020, respectively)			67,505				66,324
Prepaid expenses and other current assets			12,818				7,439
Contract acquisition costs			4,813				2,979
Inventories			6,511				4,754
Total current assets			273,212				324,270
Non-current assets
Other non-current assets			1,958				565
Deferred tax assets, net			9,800				7,372
Property and equipment, net			16,756				16,106
Intangible assets, net			11,228				6,611
Goodwill			26,829				9,463
Total non-current assets			66,571				40,117
Total assets		$	339,783			$	364,387
Liabilities, redeemable convertible preferred shares and shareholders’ equity (deficiency)
Current Liabilities
Trade payables		$	9,546			$	4,727
Other accounts payable and accrued expenses			54,044				49,112
Deferred revenues			122,983				105,543
Total current liabilities			186,573				159,382
Long-term liabilities
Liability for employees' severance benefits			375				366
Other long term liabilities			9,164				6,191
Deferred revenues			36,426				33,439
Restricted Sponsor Shares liability			44,712				-
Price Adjustment Shares liability			79,404				-
Derivative warrant liabilities			56,478				-
Total long-term liabilities			226,559				39,996
Total liabilities		$	413,132			$	199,378
Redeemable convertible preferred shares			-				101,205
Shareholders' equity (deficiency)
Share capital			*	-			*	-
Additional paid-in capital			(153,072	)			34,226
Treasury stock, NIS 0.00001 par value; 41,776 ordinary shares			(85	)			(85	)
Accumulated other comprehensive income			1,372				1,321
Retained earnings			78,436				28,342
Total shareholders' equity (deficiency)			(73,349	)			63,804
Total liabilities, redeemable convertible preferred shares and shareholders’ equity (deficiency)		$	339,783			$	364,387

 

*

Less than US$ 1.

 

 

Cellebrite DI Ltd.

Condensed Consolidated Statements of Income

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

 

		For the three months ended								For the year ended
		December 31,								December 31,
		2021				2020				2021				2020
Revenue:
Subscription services		$	31,999			$	27,771			$	120,889			$	100,614
Term-license			18,088				10,279				62,428				29,131
Total subscription			50,087				38,050				183,317				129,745
Perpetual license and other			9,387				11,832				34,169				42,136
Professional services			8,434				7,286				28,760				23,032
Total revenue			67,908				57,168				246,246				194,913
Cost of revenue:
Subscription services			2,045				2,054				9,369				8,795
Term-license			753				773				2,299				1,709
Total subscription			2,798				2,827				11,668				10,504
Perpetual license and other			4,659				2,900				9,817				9,370
Professional services			4,879				4,793				21,072				18,005
Total cost of revenue			12,336				10,520				42,557				37,879
Gross profit			55,572				46,648				203,689				157,034
Operating expenses:
Research and development			18,833				14,771				65,541				54,377
Sales and marketing			21,239				17,763				76,389				61,305
General and administrative*			11,194				9,046				47,937				32,134
Total operating expenses			51,266				41,580				189,867				147,816
Operating income			4,306				5,068				13,822				9,218
Financial income, net			49,809				605				68,483				2,179
Income before income tax expense			54,115				5,673				82,305				11,397
Income tax expense			2,244				2,719				10,909				5,616
Net income		$	51,871			$	2,954			$	71,396			$	5,781
Earnings per share:
Basic		$	0.28			$	(0.01	)		$	0.49			$	(0.08	)
Diluted		$	0.25			$	(0.01	)		$	0.44			$	(0.08	)
Weighted average shares outstanding:
Basic			180,170,342				123,773,763				144,002,394				123,696,624
Diluted			199,082,479				123,773,763				161,538,579				123,696,624
Other comprehensive income:
Unrealized gain (loss) on hedging transactions			495				797				(944	)			1,212
Currency translation adjustments			955				(749	)			995				(695	)
Total other comprehensive income , net of tax			1,450				48				51				517
Total other comprehensive income		$	53,321			$	3,002			$	71,447			$	6,298

 

*

Including one-time issuance costs

 

 

Cellebrite DI Ltd.

Condensed Consolidated Statements of Cash Flow

(U.S. Dollars in thousands)

 

		For the three months ended								For the year ended
		December  31,								December  31,
		2021				2020				2021				2020
Cash flow from operating activities:
Net income		$	51,871			$	2,954			$	71,396			$	5,781
Adjustments to reconcile net income to net cash provided by operating activities:
Employees’ stock option compensation and RSU's			1,661				1,540				6,480				7,271
Depreciation and amortization			1,814				1,533				7,091				5,879
Deferred income taxes			269				(4,119	)			(1,638	)			(2,818	)
Revaluation of derivative warrants			(15,506	)			-				(11,967	)			-
Revaluation of Restricted Sponsor Shares and Price Adjustment Shares liabilities			(35,115	)			-				(55,906	)			-
Other			-				689				-				689
Increase (decrease) in liability for severance benefits, net			11				(64	)			10				(63	)
Increase (decrease) in trade receivables			8,690				(5,597	)			(1,958	)			(19,731	)
Increase in deferred revenue			9,152				20,136				21,804				47,738
Decrease (Increase) in other non-current assets			(1,779	)			314				(1,394	)			335
Decrease (Increase) in prepaid expenses and other current assets			2,541				(193	)			(8,304	)			(339	)
Increase in inventories			(1,711	)			(100	)			(1,798	)			(693	)
Increase (decrease) in trade payables			2,955				1,667				4,155				(1,433	)
Increase in other accounts payable and accrued expenses			2,428				12,656				5,107				22,449
Increase in other long-term liabilities			2,511				698				2,974				1,445
Net cash provided by operating activities			29,792				32,114				36,052				66,510
Cash flows from investing activities:
Purchases of property and equipment			(778	)			(1,392	)			(5,111	)			(6,181	)
Payment related to business combination, net of cash acquired			(20,000	)			-				(20,000	)			(15,046	)
Purchase of intangible asset			-				-				(3,000	)			-
Short term deposits, net			26,210				(17,052	)			73,337				14,778
Net cash provided by (used in) investing activities			5,432				(18,444	)			45,226				(6,449	)
Cash flows from financing activities:
Repurchase of common stock			-				-				-				(85	)
Payment of dividend			-				-				(100,000	)			(10,000	)
Exercise of options to shares			944				1,492				2,305				1,492
Proceeds from Recapitalization transaction, net			-				-				29,298				-
Net cash provided by (used in) financing activities			944				1,492				(68,397	)			(8,593	)
Net increase in cash and cash equivalents and restricted cash			36,168				15,162				12,881				51,468
Net effect of Currency Translation on cash and cash equivalents			(81	)			526				(754	)			695
Cash and cash equivalents and restricted cash at beginning of period			109,886				118,158				133,846				81,683
Cash and cash equivalents and restricted cash at end of period		$	145,973			$	133,846			$	145,973			$	133,846
Supplemental cash flow information:
Income taxes paid			1,758				1,579				8,157				2,911
Non-cash activities
Purchase of property and equipment			749				(81	)			814				172

 

 

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