SCHEDULE 13D/A: True Wind Capital Updates Significant Stake in Cellebrite DI Ltd., Holding 5.8% of Ordinary Shares

True Wind Capital and its affiliates have filed an Amendment No. 3 to their Schedule 13D, updating their beneficial ownership in Cellebrite DI Ltd. to 5.8% of outstanding Ordinary Shares.

Summary

• This document is Amendment No. 3 to the Schedule 13D filing, updating beneficial ownership information for Ordinary Shares of Cellebrite DI Ltd.
• The reporting persons include TWC Tech Holdings II, LLC, 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.
• As of March 18, 2025, TWC Tech Holdings II, LLC beneficially owns 13,861,007 Ordinary Shares, which represents 5.8% of the class.
• Of the shares held by TWC Tech Holdings, 1,500,000 are unvested and subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions.
• Adam H. Clammer is deemed the beneficial owner of 14,661,729 Ordinary Shares (6.1%), comprising 13,861,007 shares through TWC Tech Holdings, 750,000 shares held by two family trusts, and 50,722 shares held directly due to his board position.
• James H. Greene Jr. is deemed the beneficial owner of 14,611,007 Ordinary Shares (6.1%), which includes 13,861,007 shares through TWC Tech Holdings and 750,000 shares directly held by a limited liability company he manages.
• The beneficial ownership percentages are calculated based on 239,470,062 Ordinary Shares issued and outstanding as of March 11, 2025, as disclosed in Cellebrite's Form 20-F filed on March 18, 2025.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership, providing no explicit positive or negative sentiment regarding the company's performance or outlook. It is neutral in tone.

Risks

• 1,500,000 Ordinary Shares beneficially owned by TWC Tech Holdings are unvested and remain subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions.

Future Outlook

NA

Industry Context

This filing is a routine update of beneficial ownership by an investment firm in a publicly traded technology company specializing in digital intelligence. It does not provide broader industry trends or competitive analysis.

Key Dates

Keywords

Cellebrite DI Ltd, Ordinary Shares, Schedule 13D, Beneficial Ownership, True Wind Capital, Adam H. Clammer, James H. Greene Jr., SEC Filing, Institutional Investor, Shareholder Update