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SCHEDULE 13D/A 0001819317 XXXXXXXX LIVE 3 Ordinary Shares, par value 0.00001 NIS per share 03/18/2025 false 0001854587 M2197Q107 Cellebrite DI Ltd. 94 Shlomo Shmelzer Road Petah Tikva L3 4970602 Adam H. Clammer (415) 780-9975 True Wind Capital Management, L.P. Four Embarcadero Center, Suite 2100 San Francisco CA 94111 Mark Brod, Esq. (212) 455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 0001819317 N TWC Tech Holdings II, LLC OO N DE 0.00 13861007.00 0.00 13861007.00 13861007.00 N 5.8 OO 0001822169 N TWC SPAC Aggregator II, LLC OO N DE 0.00 13861007.00 0.00 13861007.00 13861007.00 N 5.8 OO 0001822168 N TWC Employee SPAC Aggregator II, LLC OO N DE 0.00 13861007.00 0.00 13861007.00 13861007.00 N 5.8 OO 0001824827 N True Wind Capital Management, L.P. OO N DE 0.00 13861007.00 0.00 13861007.00 13861007.00 N 5.8 PN 0001824831 N True Wind Capital Management GP, LLC OO N DE 0.00 13861007.00 0.00 13861007.00 13861007.00 N 5.8 OO 0001192808 N Adam H. Clammer OO N X1 50722.00 14611007.00 50722.00 14611007.00 14661729.00 N 6.1 IN 0001205970 N James H. Greene Jr. OO N X1 750000.00 13861007.00 750000.00 13861007.00 14611007.00 N 6.1 IN Ordinary Shares, par value 0.00001 NIS per share Cellebrite DI Ltd. 94 Shlomo Shmelzer Road Petah Tikva L3 4970602 This Amendment No. 3 (the "Amendment No. 3"), being filed by TWC Tech Holdings II, LLC ("TWC Tech Holdings"), TWC SPAC Aggregator II, LLC, TWC Employee SPAC Aggregator II, LLC, True Wind Capital Management, L.P., True Wind Capital Management GP, LLC, Adam H. Clammer and James H. Greene, Jr. (together, the "Reporting Persons"), amends the Schedule 13D initially filed on September 9, 2021, as amended by Amendment No. 1 filed on August 29, 2024, as amended by Amendment No. 2 filed on September 17, 2024 (as amended, the "Schedule 13D"), relating to the Ordinary Shares, par value 0.00001 NIS per share (the "Ordinary Shares"), of Cellebrite DI Ltd., a company organized under the laws of Israel (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. Item 5(a) - (b) of the Schedule 13D is hereby amended and restated as follows: The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 3 is incorporated by reference in its entirety into this Item 5. TWC Tech Holdings is the beneficial owner of 13,861,007 Ordinary Shares as of the date hereof. As previously disclosed, 1,500,000 of such Ordinary Shares are unvested and remain subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions. Mr. Clammer may be deemed the beneficial owner of 14,661,729 Ordinary Shares as of the date hereof. This number consists of (i) 13,861,007 Ordinary Shares beneficially owned through TWC Tech Holdings, (ii) 750,000 Ordinary Shares directly held by two family trusts of which Mr. Clammer is trustee or has the indirect power to acquire assets by virtue of a right of substitution of assets and (iii) 50,722 Ordinary Shares held directly by Mr. Clammer that were obtained by Mr. Clammer by virtue of his position as a member of the board of directors of the Issuer. Mr. Greene may be deemed the beneficial owner of 14,611,007 Ordinary Shares as of the date hereof. This number consists of the 13,861,007 Ordinary Shares beneficially owned through TWC Tech Holdings and 750,000 Ordinary Shares directly held by a limited liability company managed by Mr. Greene. The percentages of beneficial ownership in this Schedule 13D are based on 239,470,062 Ordinary Shares issued and outstanding as of March 11, 2025, as disclosed in the Issuer's Form 20-F, filed by the Issuer with the Securities and Exchange Commission on March 18, 2025. See Item 5(a) above. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Number Description 99.1 Signature Pages TWC Tech Holdings II, LLC /s/ Adam H. Clammer Adam H. Clammer, Managing Member of True Wind Capital Management GP, LLC, See Exhibit 99.1 03/20/2025 TWC SPAC Aggregator II, LLC /s/ Adam H. Clammer Adam H. Clammer, Managing Member of True Wind Capital Management GP, LLC, See Exhibit 99.1 03/20/2025 TWC Employee SPAC Aggregator II, LLC /s/ Adam H. Clammer Adam H. Clammer, Managing Member of True Wind Capital Management GP, LLC, See Exhibit 99.1 03/20/2025 True Wind Capital Management, L.P. /s/ Adam H. Clammer Adam H. Clammer, Managing Member of True Wind Capital Management GP, LLC, See Exhibit 99.1 03/20/2025 True Wind Capital Management GP, LLC /s/ Adam H. Clammer Adam H. Clammer, Managing Member, See Exhibit 99.1 03/20/2025 Adam H. Clammer /s/ Adam H. Clammer Adam H. Clammer 03/20/2025 James H. Greene Jr. /s/ James H. Greene, Jr. James H. Greene, Jr. 03/20/2025