Cellebrite to list on Nasdaq at $2.4b valuation through SPAC

• Published date: 08 April 2021
• Publication title: Globes (Rishon LeZion, Israel)

Special purpose acquisition companies (SPACs) are blank check companies without any operations of their own, which raise money solely in order to merge with a target company. Since December mergers by Israeli tech companies with SPACs have amounted to companies with valuations of more than $40 billion, most of which have yet to be completed.

$580 million in cash will be available to Cellebrite on completing the SPAC merger, comprised of TWC Tech Holdings' cash held in trust, assuming no redemptions by public stockholders. Upon closing, TWC Tech Holdings' shareholders will receive a combination of cash and stock in Cellebrite. The transaction includes a private investment of approximately $300 million in Cellebrite ordinary shares that will be purchased directly from existing shareholders of Cellebrite, who are primarily from early investors in the company, and which are expected to close concurrently with the merger of TWC Tech Holdings with a subsidiary of the company. Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.

Cellebrite was founded in 2001 by Yaron Baratz, Yuval Aflalo and Avi Yablonka and is managed by CEO Yossi Carmil. In 2007, Japan's Sun Corp. acquired Cellebrite for just $17 million. Carmill has told "Globes" in the past why the company was sold for such a small amount. "The main shareholders, the three founders, wanted to sell. We were sold very cheaply for a company which had grown without raising any external capital. We are a rare story."

In 2019, Israel Growth Partners (IGP) led a $110 million in Cellebrite at a company valuation of $440 million, which was in fact the company's first-ever financing round. As part of the SPAC merger, IGP's Haim Shani will become Cellebrite's chairman Ryusuke Utsumi will step down but remain on the board.

BofA Securities and J.P. Morgan Securities LLC are acting as placement agents to Cellebrite, and TWC Tech Holdings. BofA Securities is also serving as capital markets advisor to TWC Tech Holdings. White & Case LLP and Meitar Law Offices are serving as legal advisors to Cellebrite...