Item
7.01. Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the Cellebrite DI Ltd.’s (“Cellebrite”)
Q2 earnings release. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of
the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Additional
Information
In
connection with the proposed business combination between Cellebrite and TWC Tech Holdings II Corp. (“TWC”), Cellebrite has
filed a registration statement on Form F-4, as amended, that includes a proxy statement of TWC in connection with TWC’s solicitation
of proxies for the vote by its stockholders with respect to the proposed business combination and other matters as may be described in
the registration statement (the “proposed transaction”). The registration statement on Form F-4, as amended, was declared
effective on August 6, 2021. Cellebrite and TWC also plan to file other documents with the SEC regarding the proposed transaction and
a proxy statement / prospectus is also being mailed to TWC’s stockholders. The TWC board of directors has set August 5, 2021 as
the record date for the special meeting for voting on the proposed transaction. Only holders of record of TWC Class A Common Stock at
the close of business on August 5, 2021 are entitled to notice of the special meeting and to have their votes counted at the special
meeting and any adjournments or postponements of the special meeting. Before making any investment or voting decision, stockholders and
other interested persons are advised to read the registration statement and proxy statement / prospectus regarding the proposed transaction
and any other relevant documents, including any amendments or supplements to these documents, carefully and in their entirety because
these materials will contain important information about Cellebrite, TWC and the proposed transaction. The proxy statement / prospectus,
as well as other filings containing information about Cellebrite and TWC are available, without charge, at the Securities and Exchange
Commission’s (the “SEC”) website at www.sec.gov, or at Cellebrite’s website at www.cellebrite.com, or by directing
a request to: TWC Tech Holdings II Corp., Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.
Participants
in the Solicitation
Cellebrite
and TWC and their respective directors and officers may be deemed participants in the solicitation of proxies of TWC stockholders in
connection with the proposed business combination. TWC stockholders, Cellebrite’s shareholders and other interested persons may
obtain, without charge, more detailed information regarding the directors and officers of Cellebrite and TWC at Cellebrite’s website
at www.cellebrite.com, or in the proxy statement/prospectus on Form F-4, as amended, filed by Cellebrite with the SEC. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to TWC’s stockholders in connection
with the proposed transaction may be obtained by reading the proxy statement / prospectus for the proposed transaction. Additional information
regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction may be obtained by
reading the proxy statement / prospectus for the proposed transaction.
Non-Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer
to buy or exchange, the securities of Cellebrite, TWC or the combined company, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction.
Forward-Looking
Statements
This
Current Report on Form 8-K “forward looking statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,”
“future” and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Such forward looking statements include estimated financial information. Such forward looking
statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of TWC, Cellebrite
or the combined company after completion of the proposed business combination, subject to TWC stockholder approval and customary closing
conditions, contemplated by the proposed transaction are based on current expectations that are subject to risks and uncertainties. In
addition to the factors previously disclosed in Cellebrite’s reports filed with the SEC and those identified elsewhere in this
press release, the following factors, among others, could cause actual results or outcomes to differ materially from those indicated
by such forward looking statements in this press release or historical performance to: (1) risks and uncertainties related to the inability
of the parties to successfully or timely consummate the business combination, including the risk that any required regulatory approvals
or stockholder approvals of TWC are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the business combination is not obtained; (2) the number of redemption requests made
by TWC’s public stockholders; (3) the ability to meet Nasdaq’s listing standards (or the standards of any other securities
exchange on which securities of the public entity are listed) following the consummation of the business combination; the inability to
complete the private placement of ordinary shares of Cellebrite to certain institutional accredited investors; (4) the risk that the
proposed transaction disrupts current plans and operations of Cellebrite as a result of the announcement and consummation of the transactions
described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; the duration and global impact of COVID-19; (6) costs related to
the proposed business combination; the outcome of any legal proceedings that may be instituted against Cellebrite, TWC, or any of their
respective directors or officers, regarding the proposed transaction; (7) the ability of Cellebrite or the combined company to issue
equity or equity-linked securities in connection with the proposed business combination or in the future; the failure to realize anticipated
pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other
adjustments; (8) changes in applicable laws or regulations; (8) changes in applicable laws or regulations; (9) the possibility that Cellebrite
may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in forward-looking statements indicated from time to time in
other documents filed or to be filed with the SEC by TWC or Cellebrite. You are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. TWC and Cellebrite undertake no commitment to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required by law.
This
communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment
in TWC, Cellebrite or the combined company and is not intended to form the basis of an investment decision in TWC, Cellebrite or the
combined company. All subsequent written and oral forward-looking statements concerning TWC and Cellebrite, the proposed transaction
or other matters and attributable to TWC and Cellebrite or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements above.
Non-GAAP
Financial Measure and Related Information
Certain
of the exhibits to this Current Report on Form 8-K reference financial measures that are not prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”), such as Non-GAAP Operating Income (loss), Adjusted EBITDA and Annual Recurring Revenue.
These non-GAAP financial measures do not have a standardized meaning, and the definition of EBITDA used by Cellebrite may be different
from other, similarly named non-GAAP measures used by others. In addition, such financial information is unaudited and does not conform
to SEC Regulation S-X and as a result such information may be presented differently in future filings by Cellebrite with the SEC.