Cellebrite’s Nasdaq Listing Through a De-SPAC Transaction and the Transformation of Its Ownership and Funding Structure
First written in FY2021. 2 of 6 entries say "Achieved", first in FY2022-Q2. Latest entry: FY2023-Q3.
0 other companies' latest entry also says "Achieved".
- FY2023-Q3AchievedAnnual report
「During the third quarter of the consolidated fiscal year, Cellebrite and its 13 subsidiaries were removed from the scope of consolidation and changed to equity-method affiliates.」
Cellebrite and its 13 subsidiaries were removed from the scope of consolidation effective 1 October 2022 and changed to equity-method affiliates. It was also specified that they were included in the income statement through the nine-month period ended in the third quarter and treated as equity-method affiliates from the fourth quarter. - FY2023-Q2Cellebrite's removal from consolidation and transition to the equity methodAnnual report
「As the company's ownership percentage declined following the exercise of options, including restricted stock units (RSUs), by employees of its consolidated subsidiary Cellebrite, Cellebrite was removed from the scope of consolidation effective 1 October 2022 and changed to an equity-method affiliate. Number of shares held by the company before exercise: 95,597,718 shares (voting rights ownership: 50.41%). Number of shares held by the company after exercise: 95,597,718 shares (voting rights ownership: 49.77%).」
The voting rights ownership percentage declined from 50.41% to 49.77% following the exercise of RSUs by Cellebrite employees, and Cellebrite changed from a consolidated subsidiary to an equity-method affiliate effective 1 October 2022. The change in ownership interest and consolidation scope following the De-SPAC transaction was specified. - FY2022Disclosure of post-listing ownership interest and share transfer amountAnnual report
「Following execution of the transaction, the company came to hold approximately 51.08% of Cellebrite's common shares.」
The company disclosed that, following completion of the De-SPAC transaction, its interest in Cellebrite was approximately 51.08% and that it had transferred 20,940,924 Cellebrite common shares to PIPE investors for a total of US$209,409 thousand. - FY2022-Q2AchievedAnnual report
「The merger was completed on 30 August 2021 as a reverse triangular merger in which TWC was the surviving company and Cupcake Merger Sub, Inc. was the disappearing company, and Cellebrite was listed on the NASDAQ market in the United States.」
Cellebrite's NASDAQ listing in the United States through the De-SPAC transaction was completed on 30 August 2021. The company's post-listing ownership interest was stated to be 53.6%. - FY2022-Q1SoftenedAnnual report
「Scheduled execution date for the NASDAQ listing in the United States and transfer of Cellebrite shares By the end of September 2021 Scheduled date for receipt of dividends By the end of September 2021」
The scheduled NASDAQ listing of Cellebrite, share transfer and receipt of dividends were delayed from the timing anticipated in the previous fiscal year and changed to by the end of September 2021. - FY2021First statedAnnual report
「The company selected this transaction to maximize its enterprise value through Cellebrite's De-SPAC transaction and to raise funds for investment in new businesses. Following completion of the transaction, Cellebrite may become an equity-method affiliate of the company rather than a subsidiary. The company plans to hold approximately 43.2% of Cellebrite's common shares.」
The company first described a plan to list Cellebrite on NASDAQ through a merger with a SPAC and reduce its ownership interest to approximately 43.2%. It also outlined plans to raise approximately US$280 million before tax through dividends and share transfers and use the funds to expand its products and invest in new businesses. Execution was scheduled by the end of June 2021 and had not been completed at that point.