SEC Filing - Cellebrite

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(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. _)*

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 Eintein 3, c/o IGP

Hertzlia, Israel 4659071

With a copy to:

David Glatt, Adv.

Meitar Liquornik Geva Leshem Tal

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, 2021

(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).

CUSIP No. M2197Q107

13G

Page 2 of 11 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	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		32,631,492 (1)
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		32,631,492 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,631,492 (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)
	17.4% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

(1)

IGP Investments (G.P.L.P), Limited Partnership serves as the general partner to IGP Saferworld, Limited Partnership (“IGP Saferworld”). IGP Investments (G.P.), Ltd., in turn, serves as the general partner to 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 Investments (G.P.L.P), Limited Partnership; IGP Investments (G.P.), Ltd.; Mr. Shani; and Mr. Lichtman may all be deemed to have or share beneficial ownership of the shares held by IGP Saferworld.

(2)

Based on 187,168,729 ordinary shares issued and outstanding as of August 30, 2021, as described in the prospectus filed by the Issuer with the SEC on October 7, 2021 pursuant to Rule 424(b)(3) under the Securities Act.

CUSIP No. M2197Q107

13G

Page 3 of 11 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	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		32,631,492 (1)
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		32,631,492 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,631,492 (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)
	17.4% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

(1)

IGP Investments (G.P.L.P), Limited Partnership serves as the general partner to IGP Saferworld. IGP Investments (G.P.), Ltd., in turn, serves as the general partner to 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 Investments (G.P.L.P), Limited Partnership; IGP Investments (G.P.), Ltd.; Mr. Shani; and Mr. Lichtman may all be deemed to have or share beneficial ownership of the shares held by IGP Saferworld.

(2)

CUSIP No. M2197Q107

13G

Page 4 of 11 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	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		32,631,492 (1)
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		32,631,492 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,631,492 (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)
	17.4% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

(1)

(2)

CUSIP No. M2197Q107

13G

Page 5 of 11 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	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		32,631,492 (1)
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		32,631,492 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,631,492 (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)
	17.4% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1)

IGP Investments (G.P.L.P), Limited Partnership serves as the general partner to IGP Saferworld. IGP Investments (G.P.), Ltd., in turn, serves as the general partner to 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 Investments (G.P.L.P), Limited Partnership; IGP Investments (G.P.), Ltd.; Mr. Shani; and Mr. Lichtman may all be deemed to have or share beneficial ownership of the shares held by IGP Saferworld.

(2)

CUSIP No. M2197Q107

13G

Page 6 of 11 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	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		32,631,492 (1)
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		32,631,492 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,631,492 (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)
	17.4% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1)

(2)

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 entity and individual, as listed below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “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 32,631,492 ordinary shares of the Issuer that are reported in this Statement. IGP Investments (G.P.L.P), Limited Partnership serves as the general partner to IGP Saferworld and IGP Investments (G.P.), Ltd., in turn, serves as the general partner to IGP Investments (G.P.L.P), Limited Partnership. Additionally, 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 all ordinary shares of the Issuer beneficially owned 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, 9TH 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, Limited Partnership-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 of NIS 0.00001 per share, of the Issuer (“ordinary shares”).

Item 2(e). CUSIP Number:

The CUSIP number of the ordinary shares is M2197Q107.

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.

IGP Saferworld, Limited Partnership

	(a)	Amount beneficially owned: 32,631,492 ordinary shares (1)
	(b)	Percent of class*: 17.4%
	(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: 32,631,492 (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: 32,631,492 (1)

II.

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

	(a)	Amount beneficially owned: 32,631,492 ordinary shares (1)
	(b)	Percent of class*: 17.4%
	(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: 32,631,492 (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: 32,631,492 (1)

III.

IGP Investments (G.P.), Ltd.

	(a)	Amount beneficially owned: 32,631,492 ordinary shares (1)
	(b)	Percent of class*: 17.4%
	(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: 32,631,492 (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: 32,631,492 (1)

IV.

Haim Shani

	(a)	Amount beneficially owned: 32,631,492 ordinary shares (1)
	(b)	Percent of class*: 17.4%
	(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: 32,631,492 (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: 32,631,492 (1)

Moshe Lichtman

	(a)	Amount beneficially owned: 32,631,492 ordinary shares (1)
	(b)	Percent of class*: 17.4%
	(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: 32,631,492 (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: 32,631,492 (1)

* All percentage ownership reflected in this Statement is based on 187,168,729 ordinary shares issued and outstanding as of August 30, 2021, as described in the prospectus filed by the Issuer with the SEC on October 7, 2021 pursuant to Rule 424(b)(3) under the Securities Act.

(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: ☐

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.

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.

	/s/ IGP Saferworld, Limited Partnership

	By:	IGP Saferworld, Limited Partnership

	/s/ IGP Investments (G.P.L.P), Limited Partnership

	By:	IGP Investments (G.P.L.P), Limited Partnership

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

	/s/ IGP Investments (G.P.L.P), Limited Partnership

	By:	IGP Investments (G.P.L.P), Limited Partnership

	/s/ IGP Investments (G.P.), Ltd.

	By:	IGP Investments (G.P.), Ltd.

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

	/s/ IGP Investments (G.P.), Ltd.

	By:	IGP Investments (G.P.), Ltd.

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

Dated: February 23, 2022

EXHIBITS

Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)

Exhibit 1

JOINT FILING AGREEMENT

The undersigned parties hereby agree that this Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter by any of the undersigned parties, relating to the ordinary shares of Cellebrite DI Ltd., is being (and will be, in the case of amendments hereto) filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Date: February 23, 2022

	IGP Saferworld, Limited Partnership

	/s/ IGP Saferworld, Limited Partnership

	By:	IGP Saferworld, Limited Partnership

	/s/ IGP Investments (G.P.L.P), Limited Partnership

	By:	IGP Investments (G.P.L.P), Limited Partnership

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

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

	/s/ IGP Investments (G.P.L.P), Limited Partnership

	By:	IGP Investments (G.P.L.P), Limited Partnership

	By:	IGP Investments (G.P.), Ltd.

	/s/ IGP Investments (G.P.), Ltd.

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

	IGP Investments (G.P.), Ltd.

	/s/ IGP Investments (G.P.), Ltd.

	By:	IGP Investments (G.P.), Ltd.

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman

	By:	/s/ Haim Shani
	Name:	Haim Shani

	By:	/s/ Moshe Lichtman
	Name:	Moshe Lichtman