Exhibit 99.1 Cellebrite Announces First Quarter 2022 Results ARR of $201 million, up 33% year-over-year First Quarter revenue of $62.4 million, up 17% year-over-year Reiterates 2022 outlook for 34-42% ARR growth and 16-22% revenue growth PETAH TIKVA, ISRAEL, and TYSONS CORNER, VA, May 12, 2022 – Cellebrite (NASDAQ: CLBT), a global leader in Digital Intelligence ("DI") solutions for the public and private sectors, today announced financial results for the three months ended March 31, 2022. "We are excited to ...

[Introductory Note](index=6&type=section&id=INTRODUCTORY%20NOTE) This section defines key terms and introduces Cellebrite as a global leader in Digital Intelligence (DI) solutions, detailing its 2021 business combination with TWC Tech Holdings II Corp. and Nasdaq listing, with financial statements prepared under U.S. GAAP - **Cellebrite** is a global leader providing Digital Intelligence ("DI") solutions for legally sanctioned investigations[16](index=16&type=chunk) - On **August 30, 2021**, Cellebrite completed a Business Combination with TWC Tech Holdings II Corp. (SPAC), leading to TWC becoming a wholly-owned subsidiary and Cellebrite's securities listing on Nasdaq[16](index=16&type=chunk) - Cellebrite's financial statements are prepared in accordance with **U.S. GAAP** and presented in **U.S. dollars**[18](index=18&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=7&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the report contains forward-looking statements subject to significant risks and uncertainties, outlining factors that could cause actual results to differ materially - The Annual Report contains **forward-looking statements** based on current beliefs, assumptions, and projections regarding Cellebrite's future expectations[25](index=25&type=chunk) - Actual results, activity levels, performance, or achievements could **differ materially** from forward-looking statements due to important factors and risks[25](index=25&type=chunk) - Key risks include technological challenges, dependence on law enforcement, potential errors in DI solutions, sales and marketing productivity issues, macroeconomic impacts (e.g., **COVID-19**, armed conflicts), intense competition, solution misuse, reputational factors, and regulatory constraints[26](index=26&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) [Part I](index=11&type=section&id=PART%20I) Part I of this Annual Report provides comprehensive information about Cellebrite, covering its business operations, risk factors, financial performance, management structure, and regulatory compliance. It details the company's strategic direction, market position, and the various internal and external factors influencing its performance and outlook [Item 1. Identity of Directors, Senior Management and Advisers](index=10&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section states that information regarding the identity of directors, senior management, and advisers is not applicable in this specific item, implying it is covered elsewhere in the report - Information on directors, senior management, and advisers is **not applicable** for this item[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=10&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This section indicates that there are no offer statistics or expected timetable details to report under this item - Offer statistics and expected timetable information is **not applicable** for this item[36](index=36&type=chunk) [Item 3. Key Information](index=11&type=section&id=Item%203.%20Key%20Information) This section provides critical information for investors, including details on capitalization, indebtedness, reasons for the offer, use of proceeds, and a comprehensive discussion of risk factors associated with an investment in Cellebrite's securities [Item 3.A. [Reserved]](index=11&type=section&id=Item%203%2EA.%20%5BReserved%5D) This sub-item is reserved and contains no content - This sub-item is **reserved** and contains no content[38](index=38&type=chunk) [Item 3.B. Capitalization and Indebtedness](index=11&type=section&id=Item%203%2EB.%20Capitalization%20and%20Indebtedness) Information on capitalization and indebtedness is not applicable for this sub-item - Information for capitalization and indebtedness is **not applicable** for this sub-item[38](index=38&type=chunk) [Item 3.C. Reasons for the Offer and Use of Proceeds](index=11&type=section&id=Item%203%2EC.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) Information on reasons for the offer and use of proceeds is not applicable for this sub-item - Information for reasons for the offer and use of proceeds is **not applicable** for this sub-item[38](index=38&type=chunk) [Item 3.D. Risk Factors](index=11&type=section&id=Item%203%2ED.%20Risk%20Factors) This section provides a comprehensive discussion of the various risks associated with an investment in Cellebrite's securities, covering business, industry, intellectual property, data privacy, human rights, legal compliance, regulatory matters, Israeli operations, and general investment risks [Risks Related to Cellebrite's Business and Industry](index=11&type=section&id=Risks%20Related%20to%20Cellebrite%27s%20Business%20and%20Industry) Cellebrite faces significant risks from the need to continuously innovate and adapt to technological changes, its material dependence on law enforcement and government agencies for revenue, and the potential for errors in its Digital Intelligence (DI) solutions. Challenges in maintaining sales and marketing personnel productivity, the adverse impact of global conditions like the COVID-19 pandemic on operations and supply chains, intense competition, and potential misuse of solutions also pose threats to the company's reputation and financial performance. Managing rapid growth and addressing AI-related ethical issues are also critical - Cellebrite's success depends on continuous development of advanced solutions and integration with evolving software, especially given constant changes by **OEMs** and other software manufacturers[41](index=41&type=chunk) - The company is materially dependent on law enforcement and government agencies, which accounted for approximately **90% of revenue** in 2019, 2020, and 2021[43](index=43&type=chunk) - The **COVID-19 pandemic** has caused supply chain disruptions, customer onboarding delays, and a shift to remote training, negatively impacting business and financial results[49](index=49&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - Cellebrite operates in competitive markets, facing **pricing pressures** and potential market share loss to competitors with greater resources or lower-priced alternatives[55](index=55&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) - Customer misuse of solutions, especially by less sophisticated IT departments, can lead to inadequate performance, contract terminations, **negative publicity**, or legal claims[61](index=61&type=chunk) - Rapid growth, with revenue increasing from **$111 million in 2017 to $246 million in 2021** and headcount from **475 to 898**, strains resources and requires significant expenditures[69](index=69&type=chunk) - Issues with **artificial intelligence (AI)**, such as flawed algorithms or biased data, could result in reputational harm or legal liability[77](index=77&type=chunk) - Fluctuations in foreign currency exchange rates, especially between the **U.S. dollar and Israeli new shekels (ILS)**, can materially affect financial results by impacting pricing, sales, and operating expenses[81](index=81&type=chunk) - The sales cycle for some solutions, particularly larger government transactions, can be **lengthy**, potentially delaying revenue and impacting financial performance[82](index=82&type=chunk) - Operational security and software integrity are critical; breaches from **cyberattacks**, human error, or system vulnerabilities could lead to liabilities and reputational damage[90](index=90&type=chunk) [Risks Related to the Businesses of Cellebrite's Customers](index=22&type=section&id=Risks%20Related%20to%20the%20Businesses%20of%20Cellebrite%27s%20Customers) Cellebrite's sales to government customers expose it to business volatility due to budgeting cycles, potential early contract termination, and risks from audits, investigations, sanctions, and penalties. Declines in government budgets or shifts in spending priorities could adversely affect revenue. Additionally, revenue from private sector customers is susceptible to weakening economic conditions, which may lead to delayed technology purchases, reduced demand, and difficulties in collecting accounts receivable - Sales to government customers, representing approximately **90% of revenue** from 2019-2021, expose Cellebrite to business volatility from budgeting cycles, early contract termination, and potential audits or sanctions[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - Declines in government budgets, shifts in spending priorities, or delays in contract awards can significantly and **adversely affect future revenue** and growth prospects[96](index=96&type=chunk) - Evolving government procurement policies and increased emphasis on cost over performance can complicate sales efforts, leading to **delays or terminations of contracts**[100](index=100&type=chunk) - Changes in **U.S. civil forfeiture laws** could limit funds for law enforcement customers, adversely affecting their ability to purchase Cellebrite's solutions[101](index=101&type=chunk) - Revenue from private sector customers is vulnerable to **weakening economic conditions**, potentially causing delayed or reduced technology purchases, longer sales cycles, and difficulties in collecting accounts receivable[102](index=102&type=chunk)[104](index=104&type=chunk) [Risks Related to Cellebrite's Intellectual Property](index=24&type=section&id=Risks%20Related%20to%20Cellebrite%27s%20Intellectual%20Property) Cellebrite's success relies on its ability to adequately obtain, maintain, protect, and enforce its intellectual property (IP) and proprietary rights, which are vulnerable to unauthorized disclosure, misappropriation, infringement, and challenges to validity. The company's use of open-source software in its solutions also poses risks of license violations or security vulnerabilities. Furthermore, Cellebrite faces the risk of claims from third parties alleging IP infringement, which could lead to significant costs, litigation, and diversion of management attention - Failure to adequately protect and enforce **intellectual property (IP)** rights could adversely affect Cellebrite's business due to unauthorized disclosure, use, or infringement by third parties[106](index=106&type=chunk) - Cellebrite is vulnerable to **IT system breaches**, failures, or disruptions (e.g., cyberattacks, malware) that could harm operations, financial condition, or reputation, especially with increased remote work[109](index=109&type=chunk)[112](index=112&type=chunk) - The use of **open-source software** may pose risks, including requirements to offer proprietary software for free, release source code, or re-engineer solutions due to license changes or security vulnerabilities[114](index=114&type=chunk) - Third parties may claim **IP infringement**, leading to costly litigation, unfavorable license terms, or the need to rework/rebrand solutions, materially harming future revenue and profits[116](index=116&type=chunk)[118](index=118&type=chunk) [Risks Related to Data Privacy and Human Rights](index=28&type=section&id=Risks%20Related%20to%20Data%20Privacy%20and%20Human%20Rights) Cellebrite's solutions, particularly those used for digital investigations, may be perceived or legally determined to violate privacy rights and related laws, potentially harming its reputation and financial results. The company strives to ensure its products are used lawfully and ethically, but cannot guarantee against misuse by customers, which could lead to reputational damage or legal claims. Decisions to avoid doing business in certain countries due to human rights concerns may impact growth prospects. Additionally, occasional limited access to third-party data during technical support or advanced services poses security and liability risks - Certain Cellebrite solutions may be perceived or legally determined to **violate privacy rights**, adversely affecting revenue and results of operations[119](index=119&type=chunk)[120](index=120&type=chunk) - Customer misuse of solutions, even without company knowledge, could adversely affect Cellebrite's reputation, revenue, and operations, as seen with past allegations regarding **Hong Kong**[121](index=121&type=chunk)[122](index=122&type=chunk)[124](index=124&type=chunk) - Cellebrite may decline business with customers whose activities are inconsistent with its values, avoiding countries like **Bangladesh, Belarus, China, Hong Kong, Macau, Russia, and Venezuela** due to human rights and data security concerns[125](index=125&type=chunk)[126](index=126&type=chunk) - Occasional limited access to **personally identifiable information (PII)** during technical support poses security breach and unauthorized access risks, leading to significant legal and financial liabilities[129](index=129&type=chunk)[130](index=130&type=chunk) [Risks Related to Legal Compliance and Regulatory Matters](index=30&type=section&id=Risks%20Related%20to%20Legal%20Compliance%20and%20Regulatory%20Matters) Cellebrite operates in complex and evolving regulatory environments, including U.S. and non-U.S. laws on privacy, data protection, security, and technology protection (e.g., GDPR, CCPA). Non-compliance can lead to claims, penalties, increased costs, and business practice changes. The company is subject to Israeli encryption laws and governmental trade controls, with non-compliance potentially resulting in financial penalties and reputational harm. As a government contractor, it must adhere to specific laws and regulations, and failure to do so could lead to loss of contracts or sanctions. The company's largest shareholder, SUNCORPORATION (50.7%), exerts significant influence over corporate decisions - Cellebrite is subject to complex U.S. and non-U.S. privacy, data protection, and security regulations (e.g., **GDPR, CCPA, CPRA**), where non-compliance can lead to claims, penalties, and increased costs[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) - Export of Cellebrite's solutions is subject to **Israeli encryption control laws** and governmental trade controls, including potential **Wassenaar Arrangement** application, which could restrict sales and impose new licensing requirements[141](index=141&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) - As a government contractor, non-compliance with laws, regulations, or contractual provisions could lead to **loss of government customers**, audits, investigations, sanctions, or debarment from future business[149](index=149&type=chunk)[150](index=150&type=chunk) - **SUNCORPORATION**, holding **50.7%** of Ordinary Shares, exerts significant influence over shareholder decisions, including director elections and potential change of control transactions[145](index=145&type=chunk) [Risks Relating to Cellebrite's Incorporation and Location in Israel](index=35&type=section&id=Risks%20Relating%20to%20Cellebrite%27s%20Incorporation%20and%20Location%20in%20Israel) Cellebrite's operations in Israel expose it to political, economic, and military conditions in the region, including armed conflicts and boycotts, which could disrupt business and negatively affect results. Enforcing U.S. judgments against the company or its non-U.S. resident officers and directors in Israel can be difficult due to differences in legal systems. Shareholder rights and responsibilities are governed by Israeli law, which may differ from U.S. corporate law, and certain provisions in the Amended Articles may discourage lawsuits - Cellebrite's Israeli operations expose it to regional political, economic, and military conditions, including **armed conflicts and boycotts**, which could adversely affect business and operations[152](index=152&type=chunk)[153](index=153&type=chunk) - Enforcing **U.S. judgments** against Cellebrite or its non-U.S. officers and directors in Israel, or asserting U.S. securities claims, may be difficult due to differing legal systems and asset locations[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Shareholder rights and responsibilities are governed by **Israeli law**, which may differ from U.S. corporate law, including duties of good faith and fairness[157](index=157&type=chunk) - Provisions in the Amended Articles, such as **exclusive forum clauses**, may discourage lawsuits against Cellebrite and its directors and officers[158](index=158&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) [Risks Relating to an Investment in our Securities](index=38&type=section&id=Risks%20Relating%20to%20an%20Investment%20in%20our%20Securities) The market price of Cellebrite's Ordinary Shares has been and is likely to remain volatile, influenced by potential future resales by shareholders, company-specific announcements, analyst publications, and general economic and market conditions. The company's status as a 'foreign private issuer' and an 'emerging growth company' allows for reduced disclosure and governance requirements, which may make its securities less attractive to some investors and potentially lead to less active trading or increased price volatility - Future resales of Ordinary Shares, especially after **lock-up periods expire**, may cause the market price to drop significantly[162](index=162&type=chunk)[165](index=165&type=chunk) - Share price is volatile due to company/competitor announcements, analyst publications, insider stock sales, and general economic conditions, including **COVID-19** impact[175](index=175&type=chunk)[176](index=176&type=chunk) - As a **'foreign private issuer,'** Cellebrite can file less or different information with the SEC and follow home country governance, potentially offering less information or protection to U.S. investors[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - As an **'emerging growth company,'** Cellebrite benefits from reduced disclosure and governance (e.g., **Section 404** exemption), potentially making its securities less attractive and increasing price volatility[171](index=171&type=chunk)[172](index=172&type=chunk) [Risks Related to the Israeli Tax Treatment of Cellebrite and the Merger](index=41&type=section&id=Risks%20Related%20to%20the%20Israeli%20Tax%20Treatment%20of%20Cellebrite%20and%20the%20Merger) Cellebrite's effective tax rate on business income and Israeli withholding tax on dividends may be higher than expected if the company does not qualify for certain Israeli tax benefits. The company may also be subject to deferred Israeli corporate tax liability with respect to payments made from income that was previously exempt from Israeli corporate tax. There is uncertainty regarding the Transaction Tax Ruling for the Merger, and if it is not obtained or is unfavorable, Cellebrite may be required to indemnify the Indemnified TWC Parties for Israeli withholding tax liability - If Cellebrite does not qualify for **Israeli tax benefits**, its effective tax rate on business income and Israeli withholding tax on dividends may be higher than expected[185](index=185&type=chunk)[186](index=186&type=chunk) - Cellebrite may face **deferred Israeli corporate tax liability** if it pays dividends from previously tax-exempt income or if certain transactions are deemed distributions[187](index=187&type=chunk)[188](index=188&type=chunk) - There is no certainty the **Transaction Tax Ruling** for the Merger will be favorable; otherwise, Cellebrite may need to indemnify TWC Parties for Israeli withholding tax liability[190](index=190&type=chunk)[191](index=191&type=chunk) [General Risk Factors](index=43&type=section&id=General%20Risk%20Factors) This section outlines general risks including those associated with joint ventures, partnerships, and strategic alliances, which may divert management attention and not yield expected benefits. Acquisitions also pose risks such as negative financial impact, integration difficulties, and unforeseen liabilities. International operations expose the company to business, political, and economic risks, including foreign exchange fluctuations and regulatory changes. Impairment of goodwill or intangible assets could lead to significant charges, and variations in income tax provisions may adversely affect financial results. Non-compliance with anti-corruption and anti-bribery laws can result in severe penalties and reputational harm. Changes in pricing structures may impact sales and revenue. Finally, failure to maintain effective internal controls could impair financial reporting and compliance - Joint ventures, partnerships, and strategic alliances involve significant investments, may not advance strategy, can distract management, and expose Cellebrite to **unexpected liabilities** or uncooperative partners[192](index=192&type=chunk)[193](index=193&type=chunk) - Acquisitions or investments may divert management, result in **shareholder dilution**, and pose risks like negative financial impact, integration difficulties, and unforeseen liabilities[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - Cellebrite's international operations face business, political, and economic risks, including compliance challenges, **foreign currency fluctuations**, and geopolitical conflicts like **Russia-Ukraine tensions**[197](index=197&type=chunk)[198](index=198&type=chunk) - Impairment of **goodwill or intangible assets** could require a significant charge to earnings, negatively affecting results of operations[201](index=201&type=chunk) - Cellebrite is subject to **anti-corruption, anti-bribery (e.g., FCPA, U.K. Bribery Act), anti-money laundering, and economic sanctions laws**; non-compliance can lead to criminal penalties, significant fines, and reputational harm[204](index=204&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk) - Changes in **pricing structures**, driven by competition or economic conditions, could adversely impact Cellebrite's ability to attract new customers and grow sales and revenue[207](index=207&type=chunk) - Failure to maintain effective **internal controls** could impair timely and accurate financial reporting or regulatory compliance, potentially leading to restatements or loss of investor confidence[208](index=208&type=chunk)[210](index=210&type=chunk) [Item 4. Information on the Company](index=50&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides an overview of Cellebrite's history, business, organizational structure, and property. It details the company's mission to provide Digital Intelligence (DI) solutions for legally sanctioned investigations, its platform offerings (Collect & Review, Investigative Analytics, Investigative Management, Services), customer base, competitive strengths, and growth strategies. It also covers recent acquisitions and regulatory aspects [Item 4.A. History and Development of the Company](index=50&type=section&id=Item%204%2EA.%20History%20and%20Development%20of%20the%20Company) This section outlines Cellebrite's incorporation, its business combination with TWC Tech Holdings II Corp. in 2021, and its capital expenditures from 2019 to 2021 - **Cellebrite** was incorporated on **April 13, 1999**, under Israeli law[214](index=214&type=chunk) - On **August 30, 2021**, Cellebrite completed a merger with TWC Tech Holdings II Corp. (SPAC), making TWC a wholly-owned subsidiary and listing Cellebrite on Nasdaq[214](index=214&type=chunk) Capital Expenditures (2019-2021) | Fiscal Year Ended December 31 | Capital Expenditures ($ millions) | | :---------------------------- | :------------------------------ | | 2021 | 5.1 | | 2020 | 6.2 | | 2019 | 6.2 | [Item 4.B. Business Overview](index=51&type=section&id=Item%204%2EB.%20Business%20Overview) This section details Cellebrite's mission, Digital Intelligence (DI) platform offerings, customer base, key financial performance, competitive strengths, growth strategies, recent acquisitions, and regulatory compliance - Cellebrite's mission is to protect lives, accelerate justice, and preserve privacy by providing **Digital Intelligence (DI) solutions** for legally sanctioned investigations[216](index=216&type=chunk)[218](index=218&type=chunk) - The **DI platform** enables users to collect, review, analyze, and manage digital data across the investigative lifecycle, utilized in millions of global investigations for various crime types[218](index=218&type=chunk) - Cellebrite serves approximately **7,000 customers**, including **5,100 government agencies** and **1,900 corporations and service providers**[220](index=220&type=chunk) Key Financial Performance (2021 vs. 2020) | Metric | Year Ended Dec 31, 2021 ($ millions) | Year Ended Dec 31, 2020 ($ millions) | Change (%) | | :---------------------------------------- | :----------------------------------- | :----------------------------------- | :--------- | | Revenue | 246.2 | 194.9 | 26% | | Net Income | 71.4 | 5.8 | 1,135% | | Annual Recurring Revenue (ARR) | 187.1 | 136.6 | 37% | | Recurring Revenue Dollar-Based Net Retention Rate | 137% | N/A | N/A | | Adjusted EBITDA | 47.9 | 31.1 | 53.9% | - The platform's core offerings include **Collect & Review** (e.g., UFED, Premium, Physical Analyzer), **Investigative Analytics** (e.g., Pathfinder, OSINT Analyze, Crypto Tracer), and **Investigative Management** (e.g., Guardian, Commander)[219](index=219&type=chunk)[231](index=231&type=chunk)[234](index=234&type=chunk)[239](index=239&type=chunk) - Competitive strengths include a deeply entrenched install base, deep vertical expertise (with **8.4% of employees** from police/military/intelligence), a strong end-to-end DI platform with proprietary technology and **AI-based analytics**, and a global investigation standard with court-accepted reports[245](index=245&type=chunk)[247](index=247&type=chunk) - Growth strategies focus on expanding the existing customer base, developing innovative **SaaS and AI/ML solutions**, growing the private sector, and selective strategic acquisitions[248](index=248&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) - **Subscription licenses** comprised **74% of revenue in 2021**, up from **67% in 2020**, with plans to increase subscription business and extend the DI platform with new **SaaS offerings**[252](index=252&type=chunk) - Recent acquisitions include **Digital Clues AG** (November 2021, **$20 million** for open-source intelligence) and **BlackBag Technologies Inc.** (February 2020, **$33.4 million** for computer forensic solutions)[268](index=268&type=chunk)[269](index=269&type=chunk) - Cellebrite is subject to **Israeli encryption export regulations** and international laws on sanctions, privacy, data protection, and information security (e.g., **GDPR, CCPA**)[262](index=262&type=chunk)[264](index=264&type=chunk) [Item 4.C. Organizational Structure](index=64&type=section&id=Item%204%2EC.%20Organizational%20Structure) Cellebrite DI Ltd. is an Israeli-incorporated company with wholly-owned subsidiaries across the United States, Europe, Asia, and Australia - **Cellebrite DI Ltd.** is an Israeli-incorporated company with wholly-owned subsidiaries in the **United States, Germany, Singapore, Australia, Brazil, United Kingdom, France, Canada, Japan, and India**[270](index=270&type=chunk)[272](index=272&type=chunk) [Item 4.D. Property, Plants and Equipment](index=65&type=section&id=Item%204%2ED.%20Property%2C%20Plants%20and%20Equipment) This section details Cellebrite's leased headquarters in Petah-Tikva, Israel, its office in Kiryat Malachi for manufacturing, and additional global offices - Cellebrite's headquarters are in a **6,386 square meter** leased facility in **Petah-Tikva, Israel**, used for digital intelligence activities[273](index=273&type=chunk) - The company also leases a **1,445 square meter** office in **Kiryat Malachi, Israel**, for Mobile Technology Manufacturing[273](index=273&type=chunk) - Additional global offices are maintained in **Vienna (VA), Parsippany (NJ), Ottawa, Singapore, Noida, Canberra, Tokyo, Sao Paulo, London, Munich, and Tel Aviv**, supporting various functions[274](index=274&type=chunk) [Item 4A. Unresolved Staff Comments](index=66&type=section&id=Item%204A.%20Unresolved%20Staff%20Comments) This section states that there are no unresolved staff comments to report - This item is **not applicable**, indicating no unresolved staff comments[275](index=275&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=66&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides a detailed discussion of Cellebrite's financial condition and results of operations, including an overview of its business, the impact of COVID-19, recent acquisitions and investments, key factors affecting performance, and key financial metrics. It also covers revenue and cost of revenue breakdowns, operating expenses, financial income, income tax, liquidity, capital resources, and critical accounting estimates [Item 5.A. Operating Results](index=66&type=section&id=Item%205%2EA.%20Operating%20Results) This section details Cellebrite's revenue, net income, key financial metrics, revenue breakdown, gross profit and margin, and operating expenses for 2021 compared to 2020 - Cellebrite's revenue for **2021 was $246.2 million**, a **26% increase** from **$194.9 million in 2020**, driven by strong sales and term-license model adoption[279](index=279&type=chunk) - **Net income for 2021 was $71.4 million**, a significant increase from **$5.8 million in 2020**, primarily due to revenue growth, controlled operating expenses, and financial income from fair value revaluation of liabilities[279](index=279&type=chunk) Key Financial Metrics (2021 vs. 2020) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :---------------------------------------- | :---------------------- | :---------------------- | | Annual Recurring Revenue (ARR) | $187 million | $137 million | | ARR Growth | 36% | N/A | | Recurring Revenue Dollar-Based Net Retention Rate | 137% | N/A | | Adjusted EBITDA | $47.9 million | $31.1 million | Revenue Breakdown (2021 vs. 2020) | Revenue Type | 2021 ($ thousands) | 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------- | :----------------- | :----------------- | :------------------- | :--------- | | Subscription services | 120,889 | 100,614 | 20,275 | 20.15% | | Term-license | 62,428 | 29,131 | 33,297 | 114.30% | | **Total Subscription**| **183,317** | **129,745** | **53,572** | **41.29%** | | Perpetual license & other | 34,169 | 42,136 | (7,967) | (18.91%) | | Professional services | 28,760 | 23,032 | 5,728 | 24.87% | | **Total Revenue** | **246,246** | **194,913** | **51,333** | **26.34%** | Gross Profit and Margin (2021 vs. 2020) | Metric | 2021 ($ thousands) | 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------- | :----------------- | :----------------- | :------------------- | :--------- | | **Gross Profit:** | | | | | | Subscription services | 111,520 | 91,819 | 19,701 | 21.46% | | Term-license | 60,129 | 27,422 | 32,707 | 119.27% | | **Total Subscription**| **171,649** | **119,241** | **52,408** | **43.95%** | | Perpetual license & other | 24,352 | 32,766 | (8,414) | (25.68%) | | Professional services | 7,688 | 5,027 | 2,661 | 52.94% | | **Total Gross Profit**| **203,689** | **157,034** | **46,655** | **29.71%** | | **Gross Margin:** | | | | | | Subscription services | 92% | 91% | +1 pp | | | Term-license | 96% | 94% | +2 pp | | | **Total Subscription**| **94%** | **92%** | +2 pp | | | Perpetual license & other | 71% | 78% | -7 pp | | | Professional services | 27% | 22% | +5 pp | | | **Total Gross Margin**| **83%** | **81%** | +2 pp | | Operating Expenses (2021 vs. 2020) | Expense Type | 2021 ($ thousands) | 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :----------------------- | :----------------- | :----------------- | :------------------- | :--------- | | Sales and marketing | 76,389 | 61,305 | 15,084 | 24.60% | | Research and development | 65,541 | 54,377 | 11,164 | 20.53% | | General and administrative | 47,937 | 32,134 | 15,803 | 49.18% | | **Total Operating Expenses** | **189,867** | **147,816** | **42,051** | **28.45%** | - **Net financial income increased by $66.3 million (3,043%) in 2021**, primarily due to fair value revaluation of Restricted Sponsor Shares, Price Adjustment Shares, and Derivative Warrant Liability[327](index=327&type=chunk) - **Income tax expense increased by $5.3 million (94%) in 2021**, mainly due to tax expenses from dividend distribution out of Beneficiary Enterprise income[327](index=327&type=chunk) [Item 5.B. Liquidity and Capital Resources](index=77&type=section&id=Item%205%2EB.%20Liquidity%20and%20Capital%20Resources) This section details Cellebrite's cash position, liquidity needs, cash flow summary, and contractual obligations, including its foreign currency hedging program - As of **December 31, 2021**, Cellebrite had **$181.6 million** in cash, cash equivalents, and short-term investments[329](index=329&type=chunk) - Primary liquidity needs include employee salaries and benefits, product development, capital expenditures, and **organic growth activities**[329](index=329&type=chunk) Cash Flow Summary (2021 vs. 2020) | Cash Flow Type | 2021 ($ thousands) | 2020 ($ thousands) | | :---------------------- | :----------------- | :----------------- | | Operating Activities | 36,052 | 66,510 | | Investing Activities | 45,226 | (6,449) | | Financing Activities | (68,397) | (8,593) | - **Net cash from operating activities decreased to $36.1 million in 2021** from **$66.5 million in 2020**, mainly due to revaluation of derivative warrants and restricted sponsor shares[333](index=333&type=chunk) - **Net cash from investing activities was $45.2 million in 2021**, primarily from **$73.3 million** net cash from short-term deposits, partially offset by payments for business combinations and intangible assets[333](index=333&type=chunk) - **Net cash used in financing activities was $68.4 million in 2021**, mainly due to a **$100 million dividend payment**, partially offset by proceeds from recapitalization and share issuance[334](index=334&type=chunk) Contractual Obligations and Commitments (as of Dec 31, 2021) | Obligation Type | 2022 ($ thousands) | 2023 ($ thousands) | 2024 ($ thousands) | 2025 ($ thousands) | 2026 & thereafter ($ thousands) | Total ($ thousands) | | :-------------------- | :----------------- | :----------------- | :----------------- | :----------------- | :------------------------------ | :------------------ | | Operating lease | 4,891 | 4,251 | 5,417 | 2,221 | 1,025 | 18,401 | | Purchase obligations | 4,343 | — | — | — | — | 4,343 | | **Total** | **9,234** | **4,251** | **5,417** | **2,221** | **1,025** | **22,744** | - Cellebrite uses a **foreign currency cash flow hedging program** with forward contracts and a cylinder option strategy to mitigate foreign currency exchange rate fluctuations[339](index=339&type=chunk)[342](index=342&type=chunk) [Item 5.C. Research and Development, Patents and Licenses, Etc.](index=80&type=section&id=Item%205%2EC.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20Etc%2E) This section details Cellebrite's research and development spending from 2019 to 2021 and its focus on developing new solutions and enhancing existing ones, with increasing investment in SaaS and Cloud capabilities Research and Development Spending (2019-2021) | Year Ended December 31 | R&D Spending ($ millions) | | :--------------------- | :------------------------ | | 2021 | 65.5 | | 2020 | 54.3 | | 2019 | 46.6 | - Cellebrite focuses R&D on developing new solutions, core technologies, and enhancing existing solutions, with increasing investment in **SaaS and Cloud capabilities**[299](index=299&type=chunk)[285](index=285&type=chunk) [Item 5.D. Trend Information](index=81&type=section&id=Item%205%2ED.%20Trend%20Information) This section indicates that trend information is incorporated by reference from other operating and financial review sections of the report - Trend information is incorporated by reference from the **'Operating Results'** and **'Liquidity and Capital Resources'** sections of this Annual Report[348](index=348&type=chunk) [Item 5.E. Critical Accounting Estimates](index=82&type=section&id=Item%205%2EE.%20Critical%20Accounting%20Estimates) This section highlights significant management estimates and assumptions required for financial statements, particularly for revenue recognition, stock-based compensation, business combinations, and income taxes - Consolidated financial statement preparation requires significant management estimates and assumptions, particularly for **revenue recognition, stock-based compensation, business combinations, and income taxes**[349](index=349&type=chunk)[353](index=353&type=chunk) - **Revenue recognition** involves judgment in allocating transaction price to performance obligations based on relative **standalone selling price (SSP)**, using observable data or entity-specific factors[350](index=350&type=chunk) - **Stock-based compensation expense** is measured at fair value using a **binomial option-pricing model**, with estimates for expected term, volatility, risk-free interest rate, and dividend yield[351](index=351&type=chunk)[352](index=352&type=chunk) - Accounting for **business combinations** requires significant estimates and assumptions in determining fair values of acquired tangible and intangible assets and liabilities, including future cash flows and discount rates[353](index=353&type=chunk) - Cellebrite early adopted **ASU 2021-08 (Business Combinations)** in 2021, requiring **ASC 606** application to recognize and measure contract assets and liabilities acquired in a business combination[763](index=763&type=chunk) - The adoption of **ASU 2016-02 (Leases)**, effective **January 1, 2022**, is expected to materially impact the consolidated balance sheet, recognizing approximately **$16.4 million** in right-of-use (ROU) assets and lease liabilities[764](index=764&type=chunk) [Item 6. Directors, Senior Management and Employees](index=83&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section details the composition of Cellebrite's executive officers and board of directors, their compensation, board practices, employee information, and share ownership. It outlines the corporate governance structure under Israeli law and Nasdaq rules, including the roles of the audit and compensation committees, and the company's equity incentive plans [Item 6.A. Directors and Senior Management](index=83&type=section&id=Item%206%2EA.%20Directors%20and%20Senior%20Management) This section lists Cellebrite's executive officers and directors as of March 11, 2022, including their ages and positions Executive Officers and Directors (as of March 11, 2022) | Name | Age | Position | | :-------------------------- | :-- | :-------------------------------------------- | | **Executive Officers** | | | | Yossi Carmil | 54 | Chief Executive Officer, Director | | Dana Gerner | 54 | Chief Financial Officer | | Leeor Ben-Peretz | 46 | Chief Strategy Officer | | Ronnen Armon | 58 | Chief Products & Technologies Officer | | Mark Gambill | 62 | Chief Marketing Officer | | Alon Klomek | 52 | Chief Business Officer | | Osnat Tirosh | 53 | Chief People Officer | | Ken Basore | 57 | General Manager, Enterprise Solutions | | **Directors** | | | | Haim Shani | 64 | Chairman of the Board | | Ryusuke Utsumi | 56 | Director | | Yonatan Domnitz | 40 | Director | | Elly Keinan | 57 | Director | | Adam Clammer | 51 | Director | | William Heldfond | 33 | Director | | Nadine Baudot-Trajtenberg | 65 | Director | | Dafna Gruber | 57 | Director | - The board of directors includes **2 female and 7 male members** as of **March 29, 2022**[381](index=381&type=chunk) [Item 6.B. Compensation](index=88&type=section&id=Item%206%2EB.%20Compensation) This section details the aggregate compensation for executive officers and directors, including equity-based awards, and outlines the various equity incentive plans - Aggregate compensation, including share-based compensation, paid to executive officers and directors for **2021 was approximately $10.6 million**[385](index=385&type=chunk) Top 5 Executive Officer Compensation (2021, $ thousands) | Executive Officer | Salary Expenses | Social Benefits Costs | Cash Bonus Expenses | Equity-Based Compensation Expenses | | :---------------- | :-------------- | :-------------------- | :------------------ | :--------------------------------- | | Yossi Carmil | 502 | 129 | 786 | 1,048 | | Dana Gerner | 297 | 62 | 861 | 200 | | Mark Gambill | 295 | 38 | 472 | 276 | | Alon Klomek | 293 | 65 | 886 | 288 | | Ken Basore | 280 | 37 | 203 | 31 | - Non-employee directors receive an annual retainer of **$45,000** (**$60,000** for expert external directors) and equity-based awards, including an initial **RSU grant of $144,600** and annual grants of **$100,000**[391](index=391&type=chunk) - Cellebrite operates several equity incentive plans: **2008 Share Option Plan (8.6 million options)**, **2019 Share Option Plan (16.8 million options)**, **2019 Restricted Share and RSU Plan (281 thousand awards)**, **2021 Share Incentive Plan (1.4 million awards, 27 million shares available)**, and **2021 Employee Share Purchase Plan (1.8 million shares initially available)**[397](index=397&type=chunk)[411](index=411&type=chunk)[426](index=426&type=chunk)[439](index=439&type=chunk)[445](index=445&type=chunk) - As of **December 31, 2021**, the company had approximately **$20.3 million** of unrecognized compensation expense for non-vested stock options and RSUs, expected over a **3.6-year** weighted average period[820](index=820&type=chunk) [Item 6.C. Board Practices](index=103&type=section&id=Item%206%2EC.%20Board%20Practices) This section describes Cellebrite's board structure, director independence, reliance on foreign private issuer exemptions, external director requirements, committee structures, fiduciary duties of office holders, and the role of the Ethics and Integrity Committee - Cellebrite's board manages company affairs with a **classified board structure** (three classes, staggered three-year terms) and specific director appointment rights for major shareholders (**Sponsor, SUNCORPORATION, IGP**)[454](index=454&type=chunk)[455](index=455&type=chunk) - A majority of board members, excluding the CEO, are **independent** as defined by Nasdaq corporate governance rules[459](index=459&type=chunk) - As a **'foreign private issuer,'** Cellebrite relies on Nasdaq exemptions for shareholder meeting quorum (**25% vs. Nasdaq's 33 1/3%**) and annual/interim report distribution[453](index=453&type=chunk)[633](index=633&type=chunk) - Israeli law requires at least **two external directors**, currently Mses. Gruber and Baudot-Trajtenberg, who meet specific qualifications and election requirements[461](index=461&type=chunk)[464](index=464&type=chunk)[469](index=469&type=chunk) - Cellebrite has an **Audit Committee** (chaired by Dafna Gruber), a **Compensation Committee** (chaired by Nadine Baudot-Trajtenberg), and a **Nominating and Governance Committee** (chaired by Yonatan Domnitz), each with defined responsibilities and independent members[475](index=475&type=chunk)[481](index=481&type=chunk)[490](index=490&type=chunk) - Office holders owe **fiduciary duties of care and loyalty**, with specific disclosure and approval requirements for transactions involving personal interests, especially for extraordinary transactions or those with controlling shareholders[493](index=493&type=chunk)[496](index=496&type=chunk)[499](index=499&type=chunk) - The company's Amended Articles allow for **exculpation, indemnification, and insurance** of office holders for liabilities, subject to legal limitations and board/shareholder approvals[500](index=500&type=chunk)[504](index=504&type=chunk) - An **Ethics and Integrity Committee**, composed of industry experts, advises the board on evolving international law, ethical considerations, and responsible business practices[505](index=505&type=chunk)[506](index=506&type=chunk) [Item 6.D. Employees](index=121&type=section&id=Item%206%2ED.%20Employees) This section provides a breakdown of Cellebrite's global full-time employees as of December 31, 2021, by function, highlighting its deep vertical expertise - As of **December 31, 2021**, Cellebrite had **900 full-time employees** globally[507](index=507&type=chunk) - Employee distribution includes **138 in operations and services, 318 in R&D, 166 in G&A, and 278 in sales and marketing**[507](index=507&type=chunk) - Approximately **8.4% of Cellebrite's employees** have worked for police, military, or intelligence agencies, contributing to deep vertical expertise[507](index=507&type=chunk) [Item 6.E. Share Ownership](index=121&type=section&id=Item%206%2EE.%20Share%20Ownership) This section details the number of outstanding Ordinary Shares and the beneficial ownership by major shareholders, executive officers, and directors as of March 11, 2022 - As of **March 11, 2022**, **188,540,480 Ordinary Shares** were outstanding[510](index=510&type=chunk) Major Shareholders (as of March 11, 2022) | Shareholder | Ordinary Shares Beneficially Owned | Percentage Outstanding | | :-------------------------- | :--------------------------------- | :--------------------- | | SUNCORPORATION | 95,597,718 | 50.7% | | IGP Saferworld, Limited Partnership | 32,631,492 | 17.3% | | True Wind Capital Management | 13,387,500 | 17.1% | - All Executive Officers and Directors as a group beneficially owned **10,834,254 Ordinary Shares**, representing **5.7%** of outstanding shares[511](index=511&type=chunk) CEO Yossi Carmil's Option Holdings (as of March 11, 2022) | Number of Ordinary Shares Underlying Option | Exercise Price | Expiration Date | | :---------------------------------------- | :------------- | :-------------- | | 757,987 | $2.43 | 7/1/2027 | | 1,055,424 | $2.49 | 7/1/2028 | | 527,712 | $3.02 | 4/1/2029 | | 551,788 | $2.57 | 6/17/2029 | | 551,787 | $3.05 | 6/17/2029 | | 551,787 | $3.59 | 6/17/2029 | | 551,783 | $4.22 | 6/17/2029 | | 132,196 | $6.60 | 2/15/2032 | [Item 7. Major Shareholders and Related Party Transactions](index=121&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the beneficial ownership of Cellebrite's Ordinary Shares by major shareholders, directors, and executive officers. It also describes significant related party transactions, including the Business Combination Agreement with TWC, the Sponsor Support Agreement, Cellebrite Holders Support Agreement, Investor Rights Agreement, and lock-up provisions in the Amended Articles of Association. A new distribution agreement with SUNCORPORATION is also expected [Item 7.A. Major Shareholders](index=121&type=section&id=Item%207%2EA.%20Major%20Shareholders) This section identifies SUNCORPORATION, IGP Saferworld, and True Wind Capital Management as major beneficial owners of Cellebrite's Ordinary Shares - As of **March 11, 2022**, **SUNCORPORATION** is the largest beneficial owner of Ordinary Shares with **50.7%**, followed by **IGP Saferworld, Limited Partnership (17.3%)** and **True Wind Capital Management (17.1%)**[511](index=511&type=chunk) - All executive officers and directors as a group beneficially owned **5.7%** of outstanding Ordinary Shares as of **March 11, 2022**[511](index=511&type=chunk) [Item 7.B. Related Party Transactions](index=124&type=section&id=Item%207%2EB.%20Related%20Party%20Transactions) This section describes key related party transactions, including the Business Combination Agreement, Sponsor Support Agreement, Investor Rights Agreement, lock-up provisions, and a new distribution agreement with SUNCORPORATION - The **Business Combination Agreement** with TWC Tech Holdings II Corp. was executed on **April 8, 2021**, and completed on **August 30, 2021**, making TWC a wholly-owned subsidiary[519](index=519&type=chunk) - The **Sponsor Support Agreement** involved TWC's sponsor and directors agreeing to vote for the merger, with certain Sponsor Party shares subject to forfeiture and vesting based on Cellebrite's share price[522](index=522&type=chunk)[524](index=524&type=chunk) - The **Investor Rights Agreement** obligates Cellebrite to file a registration statement for the resale of Ordinary Shares and Warrants issued in the Business Combination[528](index=528&type=chunk) - **Lock-up provisions** in the Amended Articles apply to Sponsor Parties and other Ordinary Shareholders, restricting share transfers for **180 days post-closing**, with early release conditions based on share price or change of control[529](index=529&type=chunk)[530](index=530&type=chunk) - A new non-exclusive distribution agreement with **SUNCORPORATION** for mobile solutions in Japan was approved by the audit committee and board in **February 2022**[534](index=534&type=chunk)[535](index=535&type=chunk) [Item 7.C. Interests of Experts and Counsel](index=127&type=section&id=Item%207%2EC.%20Interests%20of%20Experts%20and%20Counsel) This section states that there are no specific interests of experts and counsel to report - This item is **not applicable**, indicating no specific interests of experts and counsel to report[536](index=536&type=chunk) [Item 8. Financial Information](index=128&type=section&id=Item%208.%20Financial%20Information) This section refers to Item 18 for consolidated financial statements and other financial information. It also discusses legal proceedings, stating no material adverse outcomes are currently expected, and outlines the company's dividend policy, which does not anticipate cash dividends in the foreseeable future [Item 8.A. Consolidated Statements and Other Financial Information](index=128&type=section&id=Item%208%2EA.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section refers to Item 18 for consolidated financial statements, notes no material legal proceedings, and states that no cash dividends are anticipated - Consolidated financial statements and other financial information are provided in **Item 18** of this Annual Report[537](index=537&type=chunk) - Cellebrite is not currently a party to any legal proceedings that would materially affect its business or financial condition[537](index=537&type=chunk) - Cellebrite does not anticipate paying any **cash dividends** in the foreseeable future, intending to retain future earnings for operations and business expansion[538](index=538&type=chunk)[539](index=539&type=chunk) [Item 8.B. Significant Changes](index=129&type=section&id=Item%208%2EB.%20Significant%20Changes) This section indicates that a discussion of significant changes since December 31, 2021, is provided under Item 4 of this Annual Report - A discussion of significant changes since **December 31, 2021**, is provided under **Item 4** of this Annual Report[540](index=540&type=chunk) [Item 9. The Offer and Listing](index=129&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section confirms that Cellebrite's Ordinary Shares and Warrants are listed on Nasdaq under the symbols CLBT and CLBTW, respectively. Other sub-items related to the plan of distribution, markets, selling shareholders, dilution, and expenses of the issue are marked as not applicable [Item 9.A. Offer and Listing Details](index=129&type=section&id=Item%209%2EA.%20Offer%20and%20Listing%20Details) This section confirms that Cellebrite's Ordinary Shares and Warrants are listed on Nasdaq under specific symbols - Cellebrite's **Ordinary Shares** are listed on Nasdaq under symbol **CLBT**, and its **Warrants** are listed under **CLBTW**[541](index=541&type=chunk) [Item 9.B. Plan of Distribution](index=129&type=section&id=Item%209%2EB.%20Plan%20of%20Distribution) This item is not applicable - This item is **not applicable**[541](index=541&type=chunk) [Item 9.C. Markets](index=129&type=section&id=Item%209%2EC.%20Markets) This item refers to other sections for market information - This item refers to **'Part I, Item 9. The Offer and Listing—A. Offer and Listing Details'** for market information[541](index=541&type=chunk) [Item 9.D. Selling Shareholders](index=129&type=section&id=Item%209%2ED.%20Selling%20Shareholders) This item is not applicable - This item is **not applicable**[541](index=541&type=chunk) [Item 9.E. Dilution](index=129&type=section&id=Item%209%2EE.%20Dilution) This item is not applicable - This item is **not applicable**[541](index=541&type=chunk) [Item 9.F. Expenses of the Issue](index=129&type=section&id=Item%209%2EF.%20Expenses%20of%20the%20Issue) This item is not applicable - This item is **not applicable**[541](index=541&type=chunk) [Item 10. Additional Information](index=129&type=section&id=Item%2010.%20Additional%20Information) This section provides additional information, including material U.S. federal income tax considerations for holders of Ordinary Shares and Warrants, details on the company's memorandum and articles of association, material contracts, exchange controls, Israeli tax considerations, dividend policy, and documents on display [Item 10.A. Share Capital](index=129&type=section&id=Item%2010%2EA.%20Share%20Capital) This item is not applicable - This item is **not applicable**[541](index=541&type=chunk) [Item 10.B. Memorandum and Articles of Association](index=131&type=section&id=Item%2010%2EB.%20Memorandum%20and%20Articles%20of%20Association) This section refers to the Amended and Restated Articles of Association filed as an exhibit to the Annual Report - Cellebrite's **Amended and Restated Articles of Association** are attached as **Exhibit 1.1**, with further information incorporated by reference from **Exhibit 2.2**[546](index=546&type=chunk) [Item 10.C. Material Contracts](index=131&type=section&id=Item%2010%2EC.%20Material%20Contracts) This section references other parts of the report for information concerning material contracts - Information on material contracts is referenced from **'Part I, Item 4. Information on the Company'** and **'Part I, Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions'**[547](index=547&type=chunk) [Item 10.D. Exchange Controls and Other Limitations Affecting Security Holders](index=131&type=section&id=Item%2010%2ED.%20Exchange%20Controls%20and%20Other%20Limitations%20Affecting%20Security%20Holders) This section states that Israeli law generally imposes no material foreign exchange restrictions on non-Israeli security holders, except for citizens of enemy countries - Israeli law generally imposes **no material foreign exchange restrictions** on non-Israeli holders of Cellebrite's Ordinary Shares and Warrants[547](index=547&type=chunk) - Ownership or voting of Ordinary Shares and Warrants by non-residents is unrestricted, except for citizens of countries considered **enemies of Israel** (currently Iran, Syria, and Lebanon)[547](index=547&type=chunk) [Item 10.E. Taxation](index=131&type=section&id=Item%2010%2EE.%20Taxation) This section provides an overview of U.S. federal income tax considerations for holders of Ordinary Shares and Warrants, including PFIC rules, and details material Israeli tax considerations, such as corporate tax rates, benefits for 'Industrial Companies' and 'Preferred Technological Enterprises,' and taxation of capital gains and dividends for Israeli and non-Israeli shareholders [U.S. Federal Income Tax Treatment of Cellebrite](index=131&type=section&id=U.S.%20Federal%20Income%20Tax%20Treatment%20of%20Cellebrite) This sub-section discusses the potential for Cellebrite to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874, though it expects to remain a foreign corporation. It also covers the U.S. federal income tax consequences for U.S. Holders regarding distributions, sale/exchange of shares/warrants, exercise/lapse/redemption of warrants, and potential constructive distributions. The section extensively details the Passive Foreign Investment Company (PFIC) rules and their implications, as well as information reporting and backup withholding for U.S. and Non-U.S. Holders - Cellebrite expects not to be treated as a **U.S. corporation** for U.S. federal income tax purposes under **Section 7874**, though these rules are complex and uncertain[550](index=550&type=chunk)[620](index=620&type=chunk) - Cellebrite believes it was not a **Passive Foreign Investment Company (PFIC)** for the **2021 taxable year** and does not anticipate being one in the future, based on its assets and income[564](index=564&type=chunk) - If Cellebrite were a **PFIC**, U.S. Holders would face special tax rules (excess distribution rules) unless a **Qualified Electing Fund (QEF)** or mark-to-market election is made[565](index=565&type=chunk)[567](index=567&type=chunk)[569](index=569&type=chunk) - For U.S. Holders, distributions on Ordinary Shares are generally treated as **dividends, return of capital, or capital gain**, with foreign withholding tax potentially eligible for credit[552](index=552&type=chunk)[554](index=554&type=chunk) - Non-U.S. Holders are generally not subject to U.S. federal income tax on dividends or gains unless effectively connected with a **U.S. trade or business** or for individuals meeting certain presence requirements[573](index=573&type=chunk) - **Information reporting requirements** and **backup withholding** may apply to dividends and proceeds from Ordinary Share disposition for both U.S. and Non-U.S. Holders[575](index=575&type=chunk) [Material Israeli Tax Considerations](index=142&type=section&id=Material%20Israeli%20Tax%20Considerations) This sub-section outlines the Israeli corporate tax structure, including the standard 23% rate and reduced rates for 'Industrial Companies' and 'Preferred Technological Enterprises' under various encouragement laws. It details the tax benefits and conditions for these statuses, including exemptions and reduced corporate tax rates on eligible income. The section also covers the taxation of Israeli and non-Israeli shareholders on capital gains and dividends, including withholding tax rates and potential exemptions under tax treaties - Israeli companies are generally subject to a **23% corporate tax rate** (from 2018), but those with income from Approved, Preferred, Beneficiary, or Technological Enterprises may qualify for considerably lower effective rates[581](index=581&type=chunk) - Cellebrite believes it qualifies as an **'Industrial Company'** under Israeli law, providing tax benefits like **8-year amortization** for patents/know-how and **3-year deduction** for public offering expenses[583](index=583&type=chunk) - Cellebrite elected **'Preferred Technology Enterprise'** status in **2019**, entitling it to a reduced corporate tax rate of **12%** (or **7.5%** in development zone 'A') on 'Preferred Technology Income' until **2023**[841](index=841&type=chunk) - In **2021**, Cellebrite distributed approximately **$71 million** from previously tax-exempt 'trapped earnings,' incurring a related income tax expense of approximately **$7 million**[837](index=837&type=chunk) - Non-Israeli residents deriving capital gains from selling shares in an Israeli resident company, purchased after foreign exchange listing, are generally **exempt from Israeli tax** unless specific conditions apply (e.g., permanent establishment, substantial shareholder status)[597](index=597&type=chunk) - Dividends paid to non-Israeli residents are generally subject to **25% Israeli income tax withholding**, with reduced rates (e.g., **15% for Beneficiary Enterprise, 20% for Preferred/Technological Enterprise, 4% for certain foreign companies**) under specific conditions or tax treaties[604](index=604&type=chunk)[606](index=606&type=chunk) - Israeli law currently imposes **no estate or gift taxes**[609](index=609&type=chunk) [Item 10.F. Dividends and Paying Agents](index=150&type=section&id=Item%2010%2EF.%20Dividends%20and%20Paying%20Agents) This item is not appli

් Cellebrite Q4 '21 Earnings Call 16 February 2022 Disclaimer Use of Non-GAAP Financial Measures This Presentation includes non-GAAP financial measures. Cellebrite believes that these non-GAAP measures are useful to investors for two principal reasons. First, Collebri believes these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results he impact of items that do not reflect core operating performance. Second, these meas ...

Cellebrite DI Ltd. (NASDAQ:CLBT) Q4 2021 Results Conference Call February 16, 2022 8:30 AM ET Company Participants Anat Earon-Heilborn - Vice President, Investor Relations Yossi Carmil - Chief Executive Officer Dana Gerner - Chief Financial Officer Conference Call Participants Jonathan Ho - William Blair Mike Cikos - Needham Shaul Eyal - Cowen Jamie Shelton - Deutsche Bank Louie DiPalma - William Blair Tal Liani - Bank of America Operator Good day and thank you for standing by. Welcome to Cellebrite Fourth ...

Cellebrite DI Ltd. (NASDAQ:CLBT) Q3 2021 Earnings Conference Call November 10, 2021 8:30 AM ET Company Participants Anat Heilborn - Vice President, Investor Relations Yossi Carmil - Chief Executive Officer Dana Gerner - Chief Financial Officer Conference Call Participants Shaul Eyal - Cowen Jonathan Ho - William Blair Mike Cikos - Needham Louie DiPalma - William Blair Operator Good day, ladies and gentlemen, and welcome to the Cellebrite Q3, 2021 Earnings Call. [Operator Instructions] As a reminder, this ca ...

:: Cellebrite Q3 21 Earnings Call 10 November 2021 Disclaimer Use of Non-GAAP Financial Measures This Presentation includes non-GAAP financial measures. Cellebrite believes that these non-GAAP measures are useful to investors for two principal reasons. First, Oellebri believes these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results he impact of items that do not reflect core operating performance. Second, these meas ...