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.

Cellebrite DI Ltd.

Second Quarter 2022 Results Summary

(U.S Dollars in thousands)

		For the three months ended								For the six months ended
		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

  

 

Cellebrite DI Ltd.

Condensed Consolidated Balance Sheets

(U.S. Dollars in thousands)

  

		June 30,				December 31,
		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

 

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 six 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

 

 

 

 

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								For the six 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