UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39499

TWC Tech Holdings II Corp.

(Exact name of registrant as specified in its charter)

Delaware		85-2061861
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Four Embarcadero Center, Suite 2100

San Francisco, CA

94111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (415) 780-9975

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	TWCTU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	TWCT	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	TWCTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~May~~August 1712, 2021, 60,000,000 shares of Class A common stock, par value $0.0001 per share, and 15,000,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

TWC TECH HOLDINGS II CORP.

Quarterly Report on Form 10-Q

Table of Contents

		~~Page No.~~	Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1	1
	Condensed Balance Sheet as of March 31, 2021 (Unaudited) and December 31, 2020	1
	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020		1
	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021		2
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	3
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021		3
	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	4
	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021		4
	Notes to Unaudited Condensed Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28	23
Item 4.	Controls and Procedures	29	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30	24
Item 1A.	Risk Factors	30	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	31	25
Item 3.	Defaults Upon Senior Securities	31	25
Item 4.	Mine Safety Disclosures	31	25
Item 5.	Other Information	31	25
Item 6.	Exhibits	31	26
SIGNATURES		32	27

PART I -– FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

TWC TECH HOLDINGS II CORP.

CONDENSED BALANCE SHEETS

	March 31, 2021			December 31, 2020
	June 30, 2021			December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	1865,~~193,967~~728		$	1,483,697
Prepaid expenses		~~405~~370,~~533~~246			347,532
Total current assets		1,~~599~~235,~~500~~974			1,831,229
Investments held in Trust Account		600,~~084~~131,~~372~~947			600,053,904
Total Assets	$	601,~~683~~367,~~872~~921		$	601,885,133
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	4046,~~844~~157		$	324
Accrued expenses		12,~~084~~070,~~214~~000			84,214
Due to related party		727,~~945~~874			5,401
Franchise tax payable		4945,~~365~~130			90,411
Total current liabilities		12,~~182~~189,~~368~~161			180,350
Deferred underwriting commissions		21,000,000			21,000,000
Derivative warrant liabilities		3152,~~343~~809,~~330~~530			48,950,000
Total liabilities		5375,~~525~~998,~~698~~691			70,130,350
Commitments and Contingencies
Class A common stock; 54,315,817 and 52,675,478 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively		543,158,170			526,754,780
Class A common stock; 52,036,922 and 52,675,478 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively		520,369,220			526,754,780
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 5,684,183 and 7,324,522 shares issued and outstanding (excluding 54,315,817 and 52,675,478 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		568			732
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 7,963,078 and 7,324,522 shares issued and outstanding (excluding 52,036,922 and 52,675,478 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		796			732
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 15,000,000 shares issued and outstanding at March 31, 2021 and December 31, 2020		1,500			1,500
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 15,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		1,500			1,500
Additional paid-in capital		326,~~770~~573,~~367~~303			20,173,593
Retained earnings (accumulated deficit)		1,227,569			(15,175,822	)
Accumulated deficit		(21,575,589	)		(15,175,822	)
Total stockholders’ equity		5,000,~~004~~010			5,000,003
Total Liabilities and Stockholders’ Equity	$	601,~~683~~367,~~872~~921		$	601,885,133

The accompanying notes are an integral part of these unaudited condensed financial statements.

TWC TECH HOLDINGS II CORP.

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
General and administrative expenses	$	1,334,669		$	2,519,249
Franchise tax		49,863			99,031
Loss from operations		(1,384,532	)		(2,618,280	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		(21,466,200	)		(3,859,530	)
Net gain from investments held in Trust Account		47,574			78,043
Net loss	$	(22,803,158	)	$	(6,399,767	)

Basic and diluted weighted average shares outstanding of Class A common stock		60,000,000			60,000,000
Basic and diluted net income per share, Class A common stock	$	-		$	-
Basic and diluted weighted average shares outstanding of Class B common stock		15,000,000			15,000,000
Basic and diluted net loss per share, Class B common stock	$	(1.52	)	$	(0.43	)

General and administrative expenses	$	1,184,579
Franchise tax expense		49,168
Loss from operations		(1,233,747	)
Other income:
Change in fair value of derivative warrant liabilities		17,606,670
Net gain from investments held in Trust Account		30,468
Net income	$	16,403,391
Basic and diluted weighted average shares outstanding of Class A common stock		60,000,000
Basic and diluted net income per share, Class A	$	-
Basic and diluted weighted average shares outstanding of Class B common stock		15,000,000
Basic and diluted net income per share, Class B	$	1.09

The accompanying notes are an integral part of these unaudited condensed financial statements.

TWC TECH HOLDINGS II CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2021

	Common Stock										Additional			Retained Earnings			Total
	Class A						Class B				Paid-In			~~Earnings~~ (Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance - December 31, 2020		7,324,522		$	732			15,000,000	$	1,500	$	20,173,593		$	(15,175,822	)	$	5,000,003
Balance - January 1, 2021		7,324,522		$	732			15,000,000	$	1,500	$	20,173,593		$	(15,175,822	)	$	5,000,003
Common stock subject to possible redemption		(1,640,339	)		(164	)		-		-		(16,403,226	)		-			(16,403,390	)
Change in value of Class A common stock subject to possible redemption		(1,640,339	)		(164	)		-		-		(16,403,226	)		-			(16,403,390	)
Net income		-			-			-		-		-			16,403,391			16,403,391
Balance - March 31, 2021 (Unaudited)		5,684,183		$	568			15,000,000	$	1,500	$	3,770,367		$	1,227,569		$	5,000,004
Balance - March 31, 2021		5,684,183			568			15,000,000		1,500		3,770,367			1,227,569			5,000,004
Reduction of offering costs		-			-			-		-		14,214			-			14,214
Change in value of Class A common stock subject to possible redemption		2,278,895			228			-		-		22,788,722			-			22,788,950
Net loss		-			-			-		-		-			(22,803,158	)		(22,803,158	)
Balance - June 30, 2021		7,963,078		$	796			15,000,000	$	1,500	$	26,573,303		$	(21,575,589	)	$	5,000,010

The accompanying notes are an integral part of these unaudited condensed financial statements.

TWC TECH HOLDINGS II CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2021

Cash Flows from Operating Activities:
Net income	$	16,403,391
Net loss	$	(6,399,767	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Net gain from investments held in Trust Account		(3078,~~468~~043	)
Change in fair value of derivative warrant liabilities		~~(17~~3,~~606~~859,~~670~~530	)
Changes in operating assets and liabilities:
Prepaid expenses		(5822,~~001~~714	)
Accounts payable		4045,~~520~~833
Accrued expenses		12,000,000
Due to related party		222,~~544~~473
Franchise tax payable		(4145,~~046~~281	)
Net cash used in operating activities		(~~289~~617,~~730~~969	)
Net change in cash		(289,730	)
Net decrease in cash		(617,969	)
Cash - beginning of the period		1,483,697
Cash - end of the period	$	1865,~~193,967~~728
Supplemental disclosure of noncash financing activities:
Change in value of Class A common stock subject to possible redemption	$	16(6,~~403~~385,~~390~~560	)
Reduction of offering costs	$	14,214

The accompanying notes are an integral part of these unaudited condensed financial statements.

TWC TECH HOLDINGS II CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description of Organization, Business Operations and Basis of Presentation

TWC Tech Holdings II Corp. (the “Company”) is a blank check company incorporated in Delaware on July 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~March~~June 3130, 2021, the Company had not commenced any operations. All activity for the period from July 20, 2020 (inception) through ~~March~~ 31June 30, 2021 relates to the Company’s formation and ~~the initial public offering (the “~~Initial Public Offering”) as defined below described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below) and will be subject to non-cash fluctuations in its statement of operations due to changes in the fair value of its derivative warrant liabilities.

~~The~~On ~~Company’s~~April ~~sponsor is TWC Tech Holdings II~~8, ~~LLC~~2021, ~~a Delaware limited liability company and an affiliate of certain of~~ the Company~~’s officers~~ ~~and~~entered ~~directors~~into ~~(the~~a ~~“Sponsor”). The~~Business ~~registration~~Combination ~~statement~~Agreement ~~for the Company’s Initial Public Offering was declared effective on September 10, 2020. On September 15, 2020, the Company consummated its Initial Public Offering of 60,000,000 units~~ (~~the “Units”~~as ~~and,~~defined ~~with respect to the Class A common stock included in the Units being offered, the “Public Shares”~~below), ~~which included~~ ~~7,500,000~~as ~~Units~~discussed ~~issued pursuant to the partial exercise by the underwriters of their over-allotment option, at $10~~below.00 per Unit, generating gross proceeds of $600.0 million, and incurring offering costs of approximately $33.6 million, inclusive of $21.0 million in deferred underwriting commissions (Notes 4 and 5).

The Company’s sponsor is TWC Tech Holdings II, LLC (the “Sponsor”), a Delaware limited liability company and an affiliate of certain officers and directors of the Company. The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on September 10, 2020. On September 15, 2020, the Company consummated its Initial Public Offering of 60,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included 7,500,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $600.0 million, and incurring offering costs of approximately $33.6 million, inclusive of $21.0 million in deferred underwriting commissions (Notes 4 and 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $14.5 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $600.0 million of the net proceeds of the sale of the Units in the Initial Public Offering and the sale of Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, the funds held in the Trust Account will not be released until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within the completion window or (ii) with respect to any other material provisions relating to the rights of holders of the Class A common stock prior to the initial Business Combination or pre-initial Business Combination business activity; and (3) the redemption of all of the Public Shares if the Company is unable to complete its initial Business Combination within the completion window, subject to applicable law.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders (the “Public Stockholders”) of the Company’s Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of athe Business Combination ~~either (i)~~ in connection with a stockholder ~~meeting~~ meeting called to approve the Business Combination ~~or (ii) by means of a tender offer~~. The ~~decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The~~ Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions that the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with athe Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will offer ~~not~~to redeem ~~the~~shares ~~Public Shares~~ in ~~an amount~~conjunction ~~that~~with ~~would cause its net tangible assets to be less than $5,000,001. If~~ a ~~stockholder~~proxy ~~vote~~solicitation ~~is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will,~~ pursuant to ~~its Certificate of Incorporation, conduct~~ the ~~redemptions~~proxy ~~pursuant to the tender offer~~ rules, ~~of the U.S. Securities~~ and ~~Exchange~~each ~~Commission~~Public ~~(“SEC”)~~Stockholder ~~and~~may ~~file tender~~elect ~~offer documents with the SEC prior~~ to redeem ~~completing~~their aPublic ~~Business Combination. If~~Shares, ~~however,~~irrespective ~~stockholder approval~~ of ~~the~~whether ~~transaction is~~they ~~required~~vote byfor ~~law,~~ or against the ~~Company~~proposed ~~decides~~transaction. ~~to obtain stockholder approval for business or legal reasons~~However, the Company will ~~offer to redeem~~not ~~shares~~redeem inthe ~~conjunction~~Public ~~with~~Shares ain ~~proxy~~an ~~solicitation~~amount ~~pursuant~~that towould ~~the~~cause ~~proxy~~its ~~rules~~net ~~and~~tangible ~~not~~assets ~~pursuant~~ to ~~the~~be ~~tender~~less ~~offer~~than ~~rules~~$5,000,001. ~~Additionally, each~~When ~~Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against~~ the ~~proposed transaction. If the~~ Company seeks stockholder approval in connection with athe Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased during or after the Initial Public Offering in favor of athe Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of athe Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”), as well as the Company’s officers and directors, have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 15, 2022, (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering, or December 15, 2022) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay for the Company’s taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On April 8, 2021, the Company, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), providing for, among other things, and subject to the terms and conditions therein, a Business Combination between the Company and Cellebrite (pursuant to which, among other things, Merger Sub will merge with and into the Company at the Effective Time (as defined in the Business Combination Agreement), with the Company continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur in order to effect the Business Combination:

(i) (a) immediately prior to the Effective Time, the outstanding preferred shares of Cellebrite will be converted into ordinary shares of Cellebrite (“Cellebrite Ordinary Shares” and each, a “Cellebrite Ordinary Share”), (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of preferred shares of Cellebrite, divided by (B) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of the Company occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and methodologies set forth in the Business Combination Agreement (the transactions described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of Class B common stock of the Company will be automatically converted into one (1) share of Class A common stock of the Company (a “Company Share”), and (d) immediately prior to the Effective Time, the Company Shares and the Company Public Warrants (as defined below) comprising each issued and outstanding Company unit shall be automatically separated and the holder thereof shall be deemed to hold one (1) Company Share and 1/3 of one Company Public Warrant;

(ii) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended or restated, Merger Sub will merge with and into the Company at the Effective Time (the “Merger”), the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Cellebrite;

(iii) at the Effective Time, as a result of the Merger, (a) each Company Share will be converted into the right to receive: (x) an amount of cash equal to the greater of $0 and the quotient of (A)(x) $120,000,000 minus (y) the amount of Company Stockholder redemptions, divided by (B) the number of Company Shares outstanding as of immediately prior to the Effective Time but after the conversion described in sub-clause(i) (c) above (other than any treasury shares of the Company) (the “Per Share Cash Consideration”) and (y) a number of Cellebrite Ordinary Shares equal to the quotient of (A)(x) the Reference Price minus the (y) Per Share Cash Consideration, divided by the (B) Reference Price (the “Per Share Equity Consideration” and together with the Per Share Cash Consideration, the “Merger Consideration”), (b) each warrant of the Company will be converted into a warrant of Cellebrite (“Cellebrite Warrants” and each, a “Cellebrite Warrant”), exercisable for the amount of Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination and (c) each option and restricted stock unit of Cellebrite will remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Cellebrite Ordinary Shares; and

(iv) following the Business Combination, holders of Cellebrite Ordinary Shares and vested restricted share units, in each case as of immediately prior to the Effective Time, will be eligible to receive additional Cellebrite Ordinary Shares post-Closing upon the achievement of certain trading price targets, or upon a Change of Control (as defined in the Business Combination Agreement) of Cellebrite, before the five (5) year anniversary of the Closing Date.

On the date of Closing and prior to the conversion of preferred shares of Cellebrite described above, an initial dividend of $21,300,000 will be declared by Cellebrite’s board of directors and paid to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units of Cellebrite. An additional dividend of $78,700,000 (which was approved by the Israeli district court on May 23, 2021) will also be payable at such time to the holders of Cellebrite Ordinary Shares and holders of vested restricted stock units.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) obtaining required approvals of the Business Combination and related matters by the respective stockholders of the Company and Cellebrite, (ii) the effectiveness of the registration statement on Form F-4 filed by Cellebrite in connection with the Business Combination, (iii) receipt of approval for the listing on Nasdaq of Cellebrite Ordinary Shares and Cellebrite Warrants to be issued in connection with the Business Combination, (iv) that Cellebrite has at least $2,000,001 of net tangible assets upon the Closing (after giving effect to any Company Stockholder redemptions), (v) that the Company has at least $5,000,001 of net tangible assets (after giving effect to any Company Stockholder redemptions), (vi) the completion of the Capital Restructuring, (vii) the absence of a continuing Company Material Adverse Effect (as defined in the Business Combination Agreement), (viii) either (a) the issuance of a Transaction Tax Ruling (as defined in the Business Combination Agreement) reasonably satisfactory to the Company or, at Cellebrite’s sole and absolute discretion, the written undertaking of Cellebrite to indemnify Company Stockholders and holders of Company warrants from certain Israeli taxes incurred by such parties, (ix) the amount of cash and cash equivalents in the Company’s Trust Account (after giving effect to redemptions of Company Shares and payment of Company expenses), together with the aggregate amount actually received from the PIPE investor pursuant to the PIPE investment, any backstop financing received by the Company prior to the Effective Time, and the amount of cash and cash equivalents held by the Company without restriction outside of its Trust Account and interest earned on cash held inside of its Trust Account (less indebtedness or other accrued payment obligations not constituting Company expenses), equaling at least $300,000,000, (x) the accuracy of the each party’s representations and warranties, except generally as would not have a Company Material Adverse Effect or SPAC Material Adverse Effect (as applicable, and in each case as defined in the Business Combination Agreement) and in the case of certain fundamental representations, in all material respects, (xi) compliance with pre-closing covenants in all material respects, (xii) the absence of any legal restraints or injunctions enjoining or prohibiting the consummation of the Business Combination and (xiii) the receipt, expiration or termination of applicable government approvals and antitrust waiting periods.

For additional information see the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021 including the announcement, full Business Combination Agreement and other related agreements.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the ~~period~~three ~~from~~and ~~July~~six ~~20,~~months ~~2020~~ended ~~(inception) through~~June ~~March 31~~30, 2021 are not necessarily indicative of the results that may be expected for the ~~period~~year ending December 31, ~~2020~~2021 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 7, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Proposed Business Combination

As more fully disclosed in Note 9 to the unaudited condensed financial statements included herein, on April 8, 2021, the Company (“TWC”), Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), providing for, among other things, and subject to the terms and conditions therein, a business combination between TWC and Cellebrite (the “Business Combination”) pursuant to which, among other things, Merger Sub will merge with and into TWC at the Effective Time (as defined in the Business Combination Agreement), with the Company continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2021, the Company had approximately $~~1.2~~866,000 ~~million~~ in its operating bank account, and working capital deficit of approximately $~~417~~953,000.

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $264,000 from the Sponsor pursuant to a Note (defined below, see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note (as defined in Note 4) as of September 15, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 4). As of ~~March~~June 3130, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2—Summary of Significant Accounting Policies

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Accordingly~~One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of ~~March~~June 3130, 2021, there were no cash equivalents held outside the Trust Account.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised ~~solely~~ of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. ~~The~~When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance ~~sheet~~sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in ~~gain~~income on ~~investment~~investments ~~(net), dividends and interest~~ held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal ~~Depository~~Deposit Insurance ~~Coverage~~Corporation coverage limit of $250,000, and any investments held in Trust Account. As As of ~~March~~June 3130, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of ~~March~~June 3130, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party, and franchise tax payable ~~and notes payable to related party~~ approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.

The fair value of the Public Warrants issued in connection with the Initial Public Offering ~~Warrants~~ were initially measured at fair value using a a Monte Carlo simulation model and subsequently have been measured based on the listed market price of such warrants. The fair value of of the Private Placement Warrants has been estimated using Black-Scholes option pricing model.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred.

WeThe ~~issued an aggregate of 20,000,000 warrants for Class A common stock in the Initial~~ Public ~~Offering~~Warrants and ~~upon~~ the ~~underwriters’ exercise of a portion of their over-allotment option and issued 9,666,667~~ Private Placement Warrants. ~~All of the Company’s outstanding warrants~~ are recognized as derivative liabilities in accordance with ASC 815~~-40~~. Accordingly, the weCompany ~~recognize~~recognizes the warrant instruments as liabilities at fair value and ~~adjust~~adjusts the carrying value of the instruments to fair value at each reporting period. ~~The~~until ~~liabilities~~they are ~~subject~~exercised. toThe ~~re-measurement at~~initial ~~each~~fair ~~balance~~value ~~sheet~~of ~~date~~the ~~until~~Public ~~exercised,~~Warrants ~~and~~issued ~~any~~in ~~change~~connection inwith ~~fair~~the Initial ~~value~~Public isOffering ~~recognized~~were inestimated ~~our~~using ~~unaudited~~a ~~condensed~~Monte ~~statement~~Carlo ofmodel ~~operations~~in a risk-neutral framework. The fair value of the Public Warrants as of ~~warrants~~June ~~issued~~30, in2021 ~~connection~~is ~~with~~based ~~the~~on ~~Initial~~observable ~~Public~~listed ~~Offering~~prices ~~were~~for ~~initially~~such ~~measured~~warrants. atThe fair value ~~using~~of athe ~~Monte~~Private ~~Carlo~~Placement ~~simulation~~Warrants as of June 30, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the ~~warrants~~warrant ~~issued~~liability inmay be subject to change as more current information becomes available and accordingly the ~~Private~~actual ~~Placement~~results ~~were~~could ~~estimated~~differ ~~using~~significantly. ~~Black~~Derivative warrant liabilities are classified as non-~~Scholes~~current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March~~June 3130, 2021 and December 31, 2020, 5452,~~315~~036,~~817~~922 and 52,675,478 shares of Class A common stock subject to possible redemption were presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021 and December 31, 2020, the Company had a deferred tax asset of approximately $253,000, and $38,000, respectively, each of which had a full valuation allowance recorded against them.

~~The Company complies with the accounting and reporting requirements of FASB ASC 740, “~~Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company did not incur income tax expense.

~~There~~The ~~were~~Company nofollows ~~unrecognized~~the ~~tax~~asset ~~benefits~~and asliability method of ~~March~~accounting ~~31,~~for ~~2021~~income taxes. ~~FASB~~Deferred ~~ASC~~tax ~~740~~assets ~~prescribes a recognition threshold~~ and aliabilities ~~measurement~~are ~~attribute~~recognized for the ~~financial~~estimated ~~statement~~future ~~recognition and measurement of~~ tax ~~positions~~consequences ~~taken~~attributable ~~or expected~~ to bedifferences ~~taken~~between inthe afinancial ~~tax~~statement ~~return.~~carrying ~~For~~amounts ~~those~~of ~~benefits~~existing assets toand beliabilities ~~recognized,~~and atheir respective tax ~~position~~bases. ~~must~~Deferred betax ~~more-likely-than-not~~assets toand beliabilities ~~sustained~~are ~~upon~~measured ~~examination~~using byenacted ~~taxing~~tax ~~authorities.~~rates ~~The~~expected ~~Company recognizes~~to ~~accrued~~apply ~~interest~~to ~~and~~taxable ~~penalties~~income ~~related~~in tothe ~~unrecognized~~years ~~tax~~in ~~benefits~~which asthose ~~income~~temporary ~~tax~~differences ~~expense.~~are Noexpected ~~amounts~~to ~~were~~be ~~accrued~~recovered ~~for~~or ~~the~~settled. ~~payment~~The ofeffect on deferred ~~interest~~tax assets and ~~penalties~~liabilities as of ~~March~~a ~~31,~~change ~~2021~~in ~~and~~tax ~~December~~rates ~~31,~~is ~~2020.~~recognized ~~The~~in ~~Company~~income isin ~~currently~~the ~~not~~period ~~aware~~that ofincluded ~~any~~the ~~issues~~enactment ~~under~~date. ~~review that~~Valuation ~~could~~allowances ~~result~~are inestablished, ~~significant~~when ~~payments~~necessary, ~~accruals~~to orreduce ~~material~~deferred ~~deviation~~tax ~~from~~assets ~~its~~to ~~position.~~the ~~The~~amount ~~Company~~expected isto ~~subject~~be torealized. ~~income~~As ~~tax~~of ~~examinations by~~June ~~major~~30, ~~taxing~~2021 and ~~authorities~~December ~~since~~31, ~~inception.~~2020, ~~The~~the Company’s ~~management~~had ~~does~~a ~~not~~deferred ~~expect~~tax ~~that~~asset ~~the~~of ~~total~~approximately ~~amount~~$533,000, ofand ~~unrecognized~~$38,000, ~~tax benefits~~respectively, ~~will~~each ~~materially~~of ~~change~~which ~~over~~had ~~the~~a full ~~next~~valuation ~~twelve~~allowance ~~months~~recorded against them.

~~Net~~The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income ~~Per~~Taxes,” ~~Share~~which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of ~~Common~~assets ~~Stock~~and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2021, the Company did not incur income tax expense.

~~Net~~There ~~income~~were ~~per~~no ~~share~~unrecognized istax ~~computed~~benefits byas ~~dividing~~of ~~net~~June ~~income~~30, by2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the ~~weighted-average~~financial ~~number~~statement recognition and measurement of ~~common~~tax ~~stock~~positions ~~outstanding~~taken ~~during~~or ~~the~~expected ~~periods~~to be taken in a tax return. ~~The~~For those benefits ~~Company~~to ~~has~~be recognized, a tax position must be more-likely-than-not ~~considered~~to ~~the~~be ~~effect~~sustained ofupon ~~the~~examination ~~warrants~~by ~~sold~~taxing inauthorities. ~~the~~The ~~Initial~~Company ~~Public~~recognizes accrued ~~Offering~~interest and ~~the~~penalties ~~Private~~related ~~Placement~~ to ~~purchase~~unrecognized antax ~~aggregate~~benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 29June 30,~~666~~ 2021 and December 31,~~667~~ ~~shares~~2020. The Company is currently not aware of ~~the~~any ~~Company’s~~issues ~~Class~~under Areview ~~common~~that could ~~stock~~result in ~~the~~significant ~~calculation~~payments, ofaccruals ~~diluted~~or material deviation from its position. The Company is subject to income ~~per~~tax ~~share,~~examinations by major taxing authorities since ~~their~~inception. ~~inclusion~~The Company’s management does not expect that the total amount of unrecognized tax ~~would~~benefits bewill ~~anti-dilutive~~materially ~~under~~change over the ~~treasury~~next ~~stock~~twelve ~~method~~months.

The Company’s unaudited condensed statement of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net ~~income~~Income ~~per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income~~ (~~loss~~Loss) ~~earned on investments held in the Trust Account, net of applicable~~ ~~taxes~~Per ~~and~~Share ~~working capital amounts available to be withdrawn from the Trust Account, which was $0 for the three months ended March 31, 2021, by the weighted average number~~ of ~~Class~~Common A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net income of approximately $16.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. Stock

~~Recent~~The ~~accounting~~Company’s ~~standards~~condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:

	For the three months ended June 30, 2021			For the six months ended June 30, 2021
Class A common stock
Numerator: Income allocable to Class A common stock
Income from investments held in Trust Account	$	47,574		$	78,043
Less: Company’s portion available to be withdrawn to pay taxes		(47,574	)		(78,043	)
Net income attributable	$	-		$	-
Denominator: Weighted average Class A common stock
Basic and diluted weighted average shares outstanding, Class A common stock		60,000,000			60,000,000
Basic and diluted net income per share, Class A common stock	$	0.00		$	0.00

Class B common stock
Numerator: Net income (loss) minus net income allocable to Class A common stock
Net income (loss)	$	(22,803,158	)	$	(6,399,767	)
Net income allocable to Class A common stock		-			-
Net income (loss) attributable	$	(22,803,158	)	$	(6,399,767	)
Denominator: Weighted average Class B common stock
Basic and diluted weighted average shares outstanding, Class B common stock		15,000,000			15,000,000
Basic and diluted net loss per share, Class B common stock	$	(1.52	)	$	(0.43	)

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3—Initial Public Offering

On September 15, 2020, the Company consummated its Initial Public Offering of 60,000,000 Units, which included 7,500,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $600.0 million, and incurring offering costs of approximately $33.6 million, inclusive of $21.0 million in deferred underwriting commissions.

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Note 4—Related Party Transactions

Founder Shares

On July 20, 2020, the Sponsor subscribed to purchase 15,093,750 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000, and subsequently paid for the subscription on July 24, 2020. The Sponsor agreed to forfeit up to 1,968,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. Subsequently, the Sponsor transferred 25,000 Founder Shares to each of the four independent director nominees, at the original per share purchase price. The aggregate 100,000 Founder Shares held by the independent director nominees were not subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Units in the Initial Public Offering). The underwriters partially exercised their over-allotment option on September 15, 2020 and 93,750 Founder Shares were forfeited by the Sponsor accordingly.

The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of the Founder Shares, the earlier to occur of: (A) 180 days after completion of our initial Business Combination; or (B) if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, only if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of the initial Business Combination. Any permitted transferees would be subject to the same restrictions (the “lock-up”) and other agreements of the Sponsor with respect to any Founder Shares. Notwithstanding the foregoing, if the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Public Stockholders having the right to exchange their Public Shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,666,667 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $14.5 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On July 20, 2020, the Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $264,000 under the Note and repaid this Note in full on September 15, 2020. As of March 31, 2021 and December 31, 2020, there is an outstanding balance of $7,945 and $5,401 due to True Wind Capital LLC, respectively, for certain reimbursable expenses and other expenses paid on the Company’s behalf.

As of June 30, 2021 and December 31, 2020, there is an outstanding balance of $27,874 and $5,401 due to True Wind Capital LLC, respectively, for certain reimbursable expenses and other expenses paid on the Company’s behalf.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Note 5—Commitments and Contingencies

Forward Purchase Agreements

In connection with the consummation of the Initial Public Offering, the Company had entered into forward purchase agreements with certain ~~institutional~~ institutional accredited investors (“Forward Purchasers”) that ~~will~~would ~~provide~~have provided for the aggregate purchase of at least $100,000,000 of Class A common stock at $10.00 per share, in a private placement that ~~will~~would ~~close~~have closed concurrently with the closing of the Business Combination. The Forward Purchasers’ commitments under the forward purchase agreements ~~are~~were subject to certain conditions described in the prospectus for the Initial Public Offering. The obligations under the forward purchase agreements ~~will~~would not have ~~depend~~depended on whether any shares of Class A common stock ~~are~~were redeemed by the Company’s Public Stockholders. The Forward Purchasers would ~~will~~ not ~~receive~~have received any Founder Shares or warrants as part of the forward purchase agreements. The forward purchase shares ~~will~~would have bebeen identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that the forward purchase shares ~~will~~would behave been subject to certain transfer restrictions and have certain registration rights. On April 8, 2021, these forward purchase agreements were terminated.

Share Purchase Agreement

Concurrently with the termination of the forward purchase agreements, the Company along with certain shareholders of Cellebrite entered into a share purchase agreement with certain accredited institutional investors on April 8, 2021 that will provide for an aggregate purchase price of $300 million or 30,000,000 ordinary shares at $10 per share of the post Business Combination entity.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), as well as the Forward Purchasers and their permitted transferees, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $12.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $21.0 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Derivative Warrant Liabilities

As of ~~March~~June 3130, 2021 and December 31, 2020, the Company ~~has~~had 20,000,000 Public Warrants and 9,666,667 ~~Public Warrants and~~ Private Placement Warrants, ~~respectively,~~ outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and

● if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7—Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~March~~June 3130, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~March~~June 3130, 2021 and December 31, 2020, there were 60,000,000 shares of Class A common stock outstanding, including 5452,~~315~~036,~~817~~922 shares and 52,675,478 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying unaudited condensed balance sheet, respectively.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of ~~March~~June 3130, 2021 and December 31, 2020, there were 15,000,000 shares of Class B common stock outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock (“equity-linked securities”) are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (including the forward purchase shares) excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

1615

Note 8—Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

~~March 31~~June 30, 2021

Description

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets held in Trust Account:

Mutual funds

600,~~084~~131,~~372~~947

Liabilities:

Derivative warrant liabilities - Public

2134,~~000~~700,000

Derivative warrant liabilities - Private

1018,~~343~~109,~~330~~530

December 31, 2020

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets held in Trust Account:
Mutual funds	$	600,053,904	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public	$	33,000,000	$	-	$	-
Derivative warrant liabilities - Private	$	-	$	-	$	15,950,~~001~~000

Transfers to/from Levels 1, 2, and 3 are recognized at the ~~end~~beginning of the reporting period. There were no transfers between levels in the three and six months ended ~~March~~June 3130, 2021.

Level 1 instruments include investments in mutual funds invested in U.S. government securities ~~and Public Warrants~~. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

17The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model and for periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the listed market price of such warrants, a Level 1 measurement, as of June 30, 2021. The fair value of the Private Placement Warrants was estimated using Black-Scholes option pricing model. For the three and six months ended June 30, 2021, the Company recognized a loss to the statement of operations resulting from an increase in the fair value of liabilities of approximately $21.5 million and $3.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.

The estimated fair value of the ~~Public~~Private Placement Warrants, ~~issued~~and ~~in connection with~~ the Public ~~Offering~~Warrants, ~~were~~prior ~~initially~~to ~~measured~~being atseparately ~~fair~~listed ~~value~~and traded, is determined using aLevel ~~Monte~~3 ~~Carlo simulation~~inputs. ~~model~~Inherent ~~and~~in ~~subsequently,~~these valuations are ~~based~~assumptions onrelated ~~the~~to ~~listed~~expected ~~market~~ stock-price ofvolatility, ~~such~~expected ~~warrants~~life, arisk-free interest ~~Level~~rate 1and ~~measurement,~~dividend asyield. The Company estimates the volatility of ~~March~~its ~~31,~~common ~~2021. The~~stock ~~fair~~based ~~value~~on historical and implied volatilities of select peer companies as well as its own that matches the ~~Private~~expected ~~Placement~~remaining ~~Warrants~~life ~~were~~of ~~estimated~~the ~~using~~warrants. ~~Black~~The risk-~~Scholes~~free ~~model.~~interest ~~For~~rate is based on the ~~three~~U.S. ~~months~~Treasury ~~ended~~zero-coupon ~~March~~yield ~~31,~~curve ~~2021,~~ on the ~~Company~~grant ~~recognized~~date for a ~~gain~~maturity similar to the ~~statement~~expected ofremaining ~~operations~~life ~~resulting~~of ~~from~~the awarrants. The ~~decrease~~expected inlife of the ~~fair~~warrants ~~value~~is ofassumed ~~liabilities~~to ofbe ~~approximately $17.6~~equivalent ~~million~~to ~~presented~~their asremaining ~~change~~contractual interm. ~~fair~~The ~~value~~dividend ofrate ~~derivative~~is ~~warrant~~based ~~liabilities~~ on the historical ~~accompanying~~rate, ~~unaudited~~which ~~condensed~~the ~~statement~~Company ofanticipates ~~operations~~remaining at zero.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.16

The following table provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates:

	As of December 31, 2020			As of March 31, 2021			As of June 30, 2021
Volatility		19	%		16	%		25	%
Stock price	$	10.54		$	9.82		$	9.93
Expected life of the options to convert		5.6			5.48			5.25
Risk-free rate		0.45	%		1.03	%		0.91	%
Dividend yield		0.0	%		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities for the Private Placement Warrants for the period from ~~July~~January 201, ~~2020 (inception)~~ 2021 through ~~March~~June 3130, 2021 is summarized as follows:

Derivative warrant liabilities at December 31, 2020	$	48,950,000
Derivative warrant liabilities at January 1, 2021	$	15,950,000
Change in fair value of derivative warrant liabilities		(175,606,670	)
Derivative warrant liabilities at March 31, 2021	$	3110,343,330
Change in fair value of derivative warrant liabilities		7,766,200
Derivative warrant liabilities at June 30, 2021	$	18,109,530

Note 9—Subsequent Events

OnThe ~~April 8, 2021, the~~ Company ~~(“TWC”),~~evaluated ~~Cellebrite~~subsequent DIevents ~~Ltd.,~~and atransactions ~~company~~that ~~organized~~occurred ~~under~~after the ~~laws~~balance ofsheet ~~the~~date ~~State~~up ofto ~~Israel (“Cellebrite”)~~the ~~and~~date ~~Cupcake~~that ~~Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a Business Combination Agreement and Plan of Merger (~~the ~~“Business~~unaudited ~~Combination~~condensed ~~Agreement”),~~financial ~~providing~~statements ~~for,~~were ~~among~~issued. ~~other~~Based ~~things,~~upon ~~and~~this ~~subject to the terms and conditions therein~~review, ~~a business combination between TWC and Cellebrite (~~the ~~“Business~~Company ~~Combination”)~~did ~~pursuant~~not toidentify ~~which,~~any ~~among~~subsequent ~~other~~events ~~things,~~that ~~Merger~~would ~~Sub~~have ~~will merge with~~required ~~and~~adjustment ~~into~~or ~~TWC~~disclosure ~~at the Effective Time (as defined~~ in the ~~Business~~unaudited ~~Combination~~condensed ~~Agreement),~~financial ~~with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite~~statements.

~~(i) (a) immediately~~Item prior to the Effective Time, the outstanding preferred shares of Cellebrite will be converted into ordinary shares of Cellebrite (“Cellebrite Ordinary Shares” and each, a “Cellebrite Ordinary Share”), (b) immediately following such conversion, Cellebrite will effect a stock split (the “Stock Split”) pursuant to which each Cellebrite Ordinary Share will be converted into a number of Cellebrite Ordinary Shares equal to (A)(x) the equity value of Cellebrite (which will be based on an enterprise valuation of Cellebrite of $1,707,192,607 and certain adjustments thereto as set forth in the Business Combination Agreement), divided by (y) the number of Cellebrite Ordinary Shares (determined on a fully-diluted basis in the manner set forth in the Business Combination Agreement) issued and outstanding following such conversion of preferred shares of Cellebrite, divided by (B) $102.00 ~~(which~~Management’s ~~shall~~Discussion be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock of TWC occurring prior to the Effective Time) (the “Reference Price”), in each case as calculated pursuant to terms and ~~methodologies~~Analysis set forth in the Business Combination Agreement (the transactions described in the foregoing clauses (a) and (b), the “Capital Restructuring”), (c) immediately prior to the Effective Time, each share of ~~Class~~Financial BCondition ~~common stock of TWC will be automatically converted into one (1) share of Class A common stock of TWC (a “TWC Share”~~ and ~~the~~Results holders thereof, “TWC Stockholders”), and (d) immediately prior to the Effective Time, the Company shares and the Company public warrants comprising each issued and outstanding Company unit shall be automatically separated and the holder thereof shall be deemed to hold one (1) Company Share and 1/3 of ~~one Company public warrant~~Operations.

~~(ii) at~~References to the ~~closing~~“Company,” of“our,” ~~the~~“us” ~~transactions~~or ~~contemplated~~“we” byrefer ~~the~~to ~~Business~~TWC ~~Combination~~Tech ~~Agreement~~Holdings ~~(the~~II ~~“Closing”),~~Corp. ~~upon~~The ~~the terms~~following discussion and ~~subject~~analysis toof the ~~conditions~~Company’s ~~thereof,~~financial condition and inresults ~~accordance~~of ~~with~~operations ~~the~~should ~~Delaware~~be ~~General~~read ~~Corporation~~in ~~Law,~~conjunction aswith ~~amended~~the ~~or restated, Merger Sub~~unaudited ~~will~~condensed ~~merge~~financial ~~with~~statements and ~~into~~ the ~~Company~~notes atthereto ~~the~~contained ~~Effective~~elsewhere ~~Time~~in ~~(the~~this ~~“Merger”),~~report. ~~the~~Certain ~~separate~~information ~~corporate~~contained ~~existence~~in ofthe ~~Merger~~discussion ~~Sub will cease~~ and ~~the~~analysis ~~Company~~set ~~will~~forth ~~continue~~below asincludes ~~the~~forward-looking ~~surviving~~statements ~~corporation~~that ininvolve ~~the~~risks ~~Merger~~ and ~~as a wholly owned subsidiary of Cellebrite;~~uncertainties.

19Cautionary Note Regarding Forward-Looking Statements

~~(iii) at~~This ~~the~~Quarterly Report on Form 10-Q includes forward-looking ~~Effective~~statements ~~Time,~~within asthe ameaning ~~result~~of Section 27A of the ~~Merger,~~Securities ~~(a)~~Act ~~each~~of ~~Company~~1933, ~~Share~~as ~~will~~amended ~~be converted into~~ (the ~~right~~“Securities ~~to receive: (x~~Act”), anand ~~amount~~Section 21E of ~~cash equal~~the toSecurities ~~the~~Exchange ~~greater~~Act of 1934, $0as ~~and~~amended (the ~~quotient~~“Exchange ~~of (A~~Act”)~~(x)~~. ~~$120,000,000 minus (y)~~We ~~the~~have ~~amount~~based ofthese ~~Company~~forward-looking ~~Stockholder~~statements ~~redemptions, divided by (B)~~on ~~the~~our ~~number~~current ofexpectations ~~Company~~and ~~Shares~~projections about ~~outstanding~~future asevents. ofThese ~~immediately~~forward-looking ~~prior~~statements are subject to ~~the~~known ~~Effective~~and ~~Time~~unknown ~~but~~risks, ~~after~~uncertainties ~~the~~and ~~conversion~~assumptions ~~described~~about us inthat ~~sub-clause(i)(c)~~may ~~above~~cause ~~(other~~our ~~than~~actual ~~any~~results, ~~treasury~~levels ~~shares~~ of ~~the~~activity, ~~Company)~~performance ~~(the~~or ~~“Per~~achievements ~~Share~~to ~~Cash~~be ~~Consideration”)~~materially ~~and (y)~~different afrom ~~number~~any offuture ~~Cellebrite~~results, levels ~~Ordinary Shares equal to the quotient~~ of ~~(A)(x)~~activity, ~~the~~performance ~~Reference~~or ~~Price minus the~~achievements ~~(y)~~expressed ~~Per~~or ~~Share Cash~~implied ~~Consideration, divided~~ by ~~the~~ ~~(B)~~such ~~Reference~~forward-looking ~~Price~~statements. ~~(the~~In ~~“Per~~some ~~Share~~cases, ~~Equity~~you ~~Consideration”~~can ~~and~~identify ~~together~~forward-looking ~~with~~statements ~~the~~by ~~Per~~terminology ~~Share~~such ~~Cash~~as ~~Consideration~~“may,” ~~the~~ “~~Merger Consideration~~should,”) “could,” ~~(b) each warrant of the Company will~~“would,” ~~be converted into a warrant of Cellebrite (~~“~~Cellebrite~~expect,” ~~Warrants~~“plan,” ~~and each~~“anticipate,” a “~~Cellebrite~~believe,” ~~Warrant~~“estimate,”) “continue,” ~~exercisable~~or ~~for~~ the ~~amount~~negative of ~~Merger~~such ~~Consideration~~terms ~~that~~or ~~the~~other ~~holder~~similar ~~thereof~~expressions. ~~would~~Such ~~have~~statements ~~received~~include, ifbut ~~such~~are ~~warrant~~not ~~had~~limited ~~been~~to, ~~exercisable~~possible ~~and~~business combinations ~~exercised~~and ~~immediately~~the ~~prior~~financing tothereof, ~~the~~and ~~Business~~related ~~Combination~~matters, ~~and~~as ~~(c)~~well ~~each~~as ~~option~~all ~~and~~other ~~restricted~~statements ~~stock~~other ~~unit~~than statements of ~~Cellebrite~~historical ~~will~~fact ~~remain outstanding,~~included in this Form 10-Q. Factors that might cause ~~subject~~or contribute to ~~adjusted~~such ~~terms~~a todiscrepancy ~~reflect~~include, ~~the~~but ~~effect~~are ofnot ~~the~~limited ~~Stock~~to, ~~Split~~those ondescribed ~~Cellebrite~~in ~~Ordinary~~our ~~Shares;~~other ~~and~~SEC filings.

OnWe ~~the~~are ~~date~~a ofblank ~~Closing~~check ~~and~~company ~~prior~~incorporated toin ~~the~~Delaware ~~conversion~~on ofJuly 20, ~~preferred~~2020 ~~shares~~for the purpose of ~~Cellebrite~~effecting ~~described~~a ~~above~~merger, ancapital ~~initial~~stock ~~dividend of $21~~exchange,~~300,000~~ ~~will~~asset beacquisition, ~~declared~~stock bypurchase, ~~Cellebrite’s~~reorganization ~~board~~or ofsimilar ~~directors~~business ~~and~~combination ~~paid~~with toone ~~the~~or ~~holders~~more ofbusinesses ~~Cellebrite~~(the ~~Ordinary~~“Business ~~Shares~~Combination”) that ~~and~~we ~~holders~~have ofnot ~~vested restricted~~yet ~~stock~~identified. ~~units~~We ofare ~~Cellebrite.~~an Anemerging ~~additional~~growth ~~dividend~~company ~~of $78~~and,~~700,000~~ ~~(or~~as such, ~~lesser~~we ~~amount~~are assubject ~~approved~~to byall of the ~~Israeli~~risks ~~district~~associated with emerging ~~court)~~growth ~~would~~companies. ~~also~~Our besponsor ~~payable~~is atTWC ~~such~~Tech ~~time~~Holdings toII, ~~the~~LLC, ~~holders~~a ofDelaware ~~Cellebrite~~limited ~~Ordinary~~liability ~~Shares~~company and ~~holders~~an affiliate of ~~vested~~certain ~~restricted~~of ~~stock~~our ~~units if~~officers ~~such~~and ~~additional~~directors ~~dividend~~(our ~~is approved by the Israeli district court~~“Sponsor”).

~~The~~Our Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) obtaining required approvals of the Business Combination and related matters by the respective stockholders of the Company and Cellebrite, (ii) the effectiveness of the registration statement onfor ~~Form~~our ~~F-4~~initial ~~filed~~public byoffering ~~Cellebrite in connection with~~ (the ~~Business~~“Initial ~~Combination,~~Public ~~(iii~~Offering”) ~~receipt~~ ofwas ~~approval~~declared ~~for~~effective ~~the listing~~ on ~~Nasdaq of Cellebrite Ordinary Shares and Cellebrite Warrants to be issued in connection with the~~September ~~Business Combination~~10, ~~(iv)~~2020. ~~that~~On September ~~Cellebrite has at least $2~~15,~~000,001~~ ~~of net tangible assets upon the Closing (after giving effect to any Company Stockholder redemptions)~~2020, ~~(v)~~we ~~that~~consummated the Initial ~~Company~~Public ~~has~~Offering ~~at least $5~~of 60,000,~~001~~000 units ~~of net tangible assets~~ (~~after~~the ~~giving effect to any Company~~“Units” ~~Stockholder redemptions)~~and, ~~(vi)~~with ~~the~~respect ~~completion~~to of the ~~Capital~~Class A ~~Restructuring,~~common ~~(vii)~~stock ~~the~~included ~~absence of a continuing Company Material Adverse Effect (as defined~~ in the ~~Business~~Units ~~Combination~~being ~~Agreement)~~offered, ~~(viii) either (a)~~ the ~~issuance~~“Public ~~of a Transaction Tax Ruling (as defined in the Business Combination Agreement~~Shares”) ~~reasonably satisfactory to the Company or~~, ~~at Cellebrite’s sole and absolute discretion, the~~ which ~~written~~included ~~undertaking of Cellebrite to indemnify Company Stockholders and holders of Company warrants from certain Israeli taxes incurred by such parties~~7, ~~(ix) the amount of cash and cash equivalents in the Company’s trust account (after giving effect to redemptions of Company Shares and payment of Company expenses)~~500,000 ~~together~~Units ~~with~~issued ~~the aggregate amount actually received from the PIPE Investors (as defined below)~~ pursuant to the ~~PIPE~~partial ~~Investment~~exercise ~~(as defined below), any backstop financing received~~ by the ~~Company~~underwriters ~~prior to the Effective Time, and the amount~~ of ~~cash~~their ~~and~~over-allotment cash equivalents held by the Company without restriction outside of its trust account and interest earned on cash held inside of its trust account (less indebtedness or other accrued payment obligations not constituting Company expenses)option, ~~equaling~~ at ~~least~~ $~~300~~10.00 per Unit,~~000,000,~~ ~~(x)~~generating ~~the~~gross ~~accuracy~~proceeds of ~~the each party’s representations and warranties~~ $600.0 million, ~~except generally as would not have a Company Material Adverse Effect or SPAC Material Adverse Effect (as applicable,~~ and inincurring ~~each~~offering ~~case~~costs ~~as defined in the Business Combination Agreement) and in the case~~ of ~~certain~~approximately ~~fundamental~~$33.6 ~~representations~~million, ininclusive ~~all material respects, (xi) compliance with pre-closing~~of ~~covenants~~$21.0 million in ~~all~~deferred ~~material~~underwriting respects, (xii) the absence of any legal restraints or injunctions enjoining or prohibiting the consummation of the Business Combination and (xiii) the receipt, expiration or termination of applicable government approvals and antitrust waiting periodscommissions.

~~For~~Simultaneously ~~additional~~with ~~information~~the ~~see~~closing of the ~~Company’s~~Initial ~~Current~~Public ~~Report~~Offering, onwe ~~Form~~consummated ~~8-K~~the ~~filed~~private ~~with~~placement (“Private Placement”) of 9,666,667 warrants (each, a “Private Placement Warrant” and collectively, the ~~SEC~~“Private onPlacement ~~April~~Warrants”) 8to our Sponsor, each ~~2021~~exercisable ~~including~~to ~~the~~purchase ~~announcement~~one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, ~~full~~generating ~~Business~~gross ~~Combination~~proceeds ~~Agreement~~to ~~and~~us ~~other~~of ~~related~~$14.5 ~~agreements~~million.

~~Management~~Upon ~~has~~the ~~evaluated~~closing ~~subsequent~~of ~~events~~the toInitial ~~determine~~Public ifOffering ~~events~~and orthe ~~transactions~~Private ~~occurring~~Placement, ~~through~~$600.0 million of the ~~date~~net proceeds of the ~~unaudited~~sale ~~condensed~~of ~~financial~~the ~~statements~~Units in the Initial Public Offering and the sale of Private Placement Warrants in the Private Placement were ~~available~~placed ~~for~~in ~~issuance~~a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company acting as trustee, ~~require~~and ~~potential~~invested ~~adjustment~~only toin U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or ~~disclosure~~less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the ~~financial~~Investment ~~statements~~Company ~~and~~Act ~~has~~which ~~concluded~~invest ~~that~~only in direct U.S. government treasury obligations, ~~other~~as determined ~~than~~by ~~contained~~the ~~herein,~~Company. ~~all~~Except ~~such~~with ~~events~~respect to interest earned on the funds held in the Trust Account that ~~would~~may ~~require~~be ~~recognition~~released to the Company for amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $500,000, and/or ~~disclosure~~to ~~have~~pay ~~been~~taxes, the ~~recognized~~funds held in the Trust Account will not be released until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) (i) to modify the substance or ~~disclosed~~timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within the completion window or (ii) with respect to any other material provisions relating to the rights of holders of the Class A common stock prior to the initial Business Combination or pre-initial Business Combination business activity; and (3) the redemption of all of the Public Shares if the Company is unable to complete its initial Business Combination within the completion window, subject to applicable law.

2018

~~Item~~If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 15, 2022, (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering, or December 15, 2022) (the “Combination Period”), we will (1) cease all operations except for the purpose of winding up; (2.) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, ~~Management~~at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay for the Company’s ~~Discussion~~taxes and ~~Analysis~~up to $100,000 of ~~Financial~~interest to ~~Condition~~pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish rights of holders of the Public Shares (the “Public Stockholders”) as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and ~~Results~~(3) as promptly as reasonably possible following such redemption, subject to the approval of ~~Operations~~the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~References to~~Proposed ~~the~~Business “Company,” “our,” “us” or “we” refer to TWC Tech Holdings II Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Combination

~~Cautionary~~As more fully disclosed in Note ~~Regarding~~1 ~~Forward-Looking~~to ~~Statements~~the unaudited condensed financial statements included herein, on April 8, 2021, the Company, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), providing for, among other things, and subject to the terms and conditions therein, a Business Combination between the Company and Cellebrite pursuant to which, among other things, Merger Sub will merge with and into the Company at the Effective Time (as defined in the Business Combination Agreement), with the Company continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.

~~This Quarterly Report on Form 10-Q includes forward-looking~~Results ~~statements within the meaning~~ of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.Operations

~~Overview~~Our entire activity since inception through June 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, consisted of the search for a target for an initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

WeFor ~~are~~the athree ~~blank~~months ~~check~~ended ~~company~~June ~~incorporated~~30, ~~in Delaware on July 20~~2021, ~~2020~~we ~~for~~had ~~the purpose of effecting~~ a ~~merger,~~net ~~capital~~loss ~~stock~~of ~~exchange, asset~~approximately ~~acquisition,~~$22.8 ~~stock purchase~~million, ~~reorganization~~which orconsisted ~~similar~~of ~~business~~approximately ~~combination~~$21.5 ~~with~~million of ~~one~~change orin ~~more~~fair ~~businesses~~value ~~(the~~of ~~“Business~~derivative ~~Combination”) that~~warrant weliabilities, ~~have~~approximately ~~not yet identified~~$1.3 Wemillion ~~are~~of angeneral ~~emerging~~and ~~growth~~administrative ~~company~~costs, and, ~~as such~~approximately $50,000 ~~we are subject to all~~ of ~~the~~franchise ~~risks~~tax ~~associated~~expense, ~~with~~offset ~~emerging growth~~by ~~companies.~~approximately ~~Our sponsor is TWC Tech Holdings II~~$48,000 ~~LLC, a Delaware limited liability company and an affiliate~~ of ~~certain~~net ofgain ~~our~~from ~~officers and~~investments ~~directors~~held ~~(our~~in ~~“Sponsor”)~~Trust Account.

~~Our~~For ~~registration statement for our initial public offering (~~the ~~“Initial~~six ~~Public~~months ~~Offering”) was~~ended ~~declared~~June ~~effective on September 10~~30, ~~2020. On September 15~~2021, ~~2020,~~ we ~~consummated the Initial~~had ~~Public~~a ~~Offering~~net loss of ~~60,000,000 units~~ ~~(the~~approximately ~~“Units” and~~$6.4 million, ~~with~~which ~~respect~~consisted toof ~~the~~approximately ~~Class A~~$3.9 ~~common~~million ~~stock~~of change ~~included~~ in ~~the~~fair ~~Units~~value ~~being~~of ~~offered,~~derivative ~~the~~warrant ~~“Public Shares”)~~liabilities, ~~which included~~ ~~7,500,000~~$2.5 ~~Units~~million ~~issued~~of ~~pursuant~~general toand ~~the~~administrative ~~partial~~costs, ~~exercise~~and byapproximately ~~the~~$99,000 ~~underwriters~~ of ~~their over-allotment option, at~~ ~~$10.00~~franchise ~~per~~tax ~~Unit~~expense, ~~generating~~offset ~~gross~~by ~~proceeds~~approximately of $~~600.0 million~~78,000 ~~and incurring offering costs~~ of ~~approximately~~net ~~$33.6~~gain ~~million, inclusive~~from ofinvestments ~~$21.0 million~~held in ~~deferred~~Trust ~~underwriting commissions~~Account.

~~Simultaneously with~~Liquidity ~~the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 9,666,667 warrants (each, a “Private Placement Warrant”~~ and ~~collectively, the “Private Placement Warrants”) to our Sponsor,~~Capital ~~each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to us of $14.5 million.~~ Resources

21As of June 30, 2021, we had approximately $866,000 in our operating bank account and working capital deficit of approximately $953,000.

~~Upon~~Our ~~the~~liquidity ~~closing~~needs ofhave ~~the~~been ~~Initial~~satisfied ~~Public~~prior ~~Offering~~to ~~and~~ the ~~Private~~completion ~~Placement, $600.0 million~~ of the ~~net proceeds of the sale of the Units in the~~ Initial Public Offering ~~and~~through ~~the~~receipt ~~sale~~ of ~~Private Placement Warrants in the Private Placement were placed in~~ a ~~trust~~$25,000 ~~account (“Trust~~capital ~~Account”)~~contribution ~~located~~from inour ~~the~~Sponsor ~~United States with American Stock Transfer & Trust Company acting as trustee, and invested only~~ in ~~U.S.~~ ~~“government~~exchange ~~securities”~~for ~~within~~ the ~~meaning~~issuance of ~~Section~~shares ~~2(a)(16)~~ of the ~~Investment~~ Company’s ~~Act~~Class ofB ~~1940~~common stock, aspar ~~amended~~value $0.0001 per share (the “~~Investment~~Founder ~~Company Act~~Shares”), ~~having~~to aour ~~maturity~~Sponsor ofand the ~~185~~advancement ~~days~~of ~~or less or in money market~~ funds ~~meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined~~ by ~~the~~our ~~Company.~~Sponsor ~~Except with respect~~ to ~~interest~~cover ~~earned~~our onexpenses ~~the funds held~~ in ~~the Trust Account that may be released to the Company for~~connection ~~amounts~~with ~~withdrawn to fund~~ the ~~Company’s~~Initial ~~working~~Public ~~capital~~Offering. In ~~requirements~~addition, ~~subject~~our toSponsor anadvanced ~~annual~~approximately ~~limit of~~ $~~500~~264,000, ~~and/or~~ to ~~pay~~us ~~taxes, the~~under ~~funds~~a ~~held~~promissory innote (the ~~Trust~~“Note”). The ~~Account~~Company ~~will~~repaid ~~not be released until~~ the ~~earliest~~Note ~~of:~~in ~~(1)~~full ~~the~~as ~~completion~~ of ~~the~~September ~~initial~~21, ~~Business~~2020. ~~Combination; (2)~~Subsequent to the ~~redemption~~consummation of ~~any~~the Initial Public ~~Shares~~Offering ~~properly~~and ~~submitted~~Private Placement, inour ~~connection~~liquidity ~~with~~needs ahave ~~stockholder~~been ~~vote~~satisfied tofrom ~~amend~~ the ~~Company’s~~proceeds ~~amended and~~from ~~restated~~the ~~certificate~~consummation of ~~incorporation (~~the ~~“Certificate~~Private ofPlacement ~~Incorporation”)~~not ~~(i)~~held toin ~~modify~~ the ~~substance~~Trust Account. orIn ~~timing~~addition, ofin ~~the Company’s~~order ~~obligation~~ to ~~provide~~finance ~~for~~transaction ~~the~~costs ~~redemption of its Public Shares~~ in connection with ana ~~initial~~ Business Combination, our Sponsor or ~~to redeem~~an ~~100%~~affiliate of our ~~its~~Sponsor ~~Public Shares if the Company does not complete its initial Business Combination within the completion window~~ or ~~(ii) with~~our ~~respect~~officers toand ~~any~~directors ~~other~~may, ~~material~~but ~~provisions~~are ~~relating~~not toobligated ~~the rights of holders of the Class A common stock prior~~ to, ~~the~~provide ~~initial~~us ~~Business Combination~~working orcapital ~~pre-initial~~loans ~~Business~~(“Working ~~Combination~~Capital ~~business activity; and (3~~Loans”). As ~~the redemption~~ of ~~all~~June of30, ~~the~~2021, ~~Public~~there ~~Shares~~were ifno ~~the~~amounts ~~Company is~~outstanding ~~unable~~under ~~to complete its initial Business Combination within~~ the ~~completion~~Working ~~window,~~Capital ~~subject to applicable law~~Loan.

IfBased weon ~~are~~the ~~unable~~foregoing, tomanagement ~~complete~~believes athat ~~Business~~we ~~Combination~~will ~~within~~have ~~24 months~~sufficient ~~from~~working ~~the~~capital ~~closing~~and ofborrowing ~~the~~capacity ~~Initial~~from ~~Public~~our ~~Offering,~~Sponsor or ~~September~~an affiliate ~~15,~~of ~~2022,~~our (Sponsor or ~~27 months~~our ~~from~~officers ~~the~~and ~~closing~~directors ofto ~~the~~meet ~~Initial~~our ~~Public~~needs ~~Offering~~through if the ~~Company~~earlier ~~has~~of ~~executed~~the aconsummation ~~letter~~ of ~~intent,~~a ~~agreement in principle or definitive agreement for an initial~~ Business Combination ~~within~~or ~~24 months~~one year from ~~the~~this ~~closing~~filing. ofOver ~~the~~this ~~Initial~~time ~~Public Offering~~period, ~~or December 15, 2022) (the “Combination Period”),~~ we will ~~(i) cease~~be ~~all~~using ~~operations~~these ~~except~~funds for ~~the~~paying ~~purpose of~~existing ~~winding~~accounts ~~up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price,~~ payable ~~in cash~~, ~~equal~~identifying toand ~~the aggregate amount then on deposit in the Trust Account calculated as of two business~~evaluating ~~days~~prospective ~~prior to the consummation of the~~ initial Business Combination, ~~including interest (net of amounts withdrawn to fund our working capital requirements~~candidates, ~~subject~~performing todue andiligence ~~annual~~on ~~limit~~prospective oftarget ~~$500~~businesses,~~000,~~ ~~and/or~~paying ~~to pay~~ for ~~the~~travel ~~Company’s taxes and up to $100~~expenditures,~~000 of interest~~ toselecting ~~pay dissolution expenses), divided by~~ the ~~number~~target ofbusiness ~~then outstanding Public Shares, which redemption will completely extinguish rights of holders of the Public Shares (the “Public Stockholders”) as stockholders (including the right~~ to ~~receive~~merge ~~further liquidating~~with ~~distributions,~~or ~~if any)~~acquire, ~~subject to applicable law;~~ and ~~(3) as promptly as reasonably possible following such redemption~~structuring, ~~subject~~ tonegotiating ~~the approval of the remaining stockholders~~ and ~~the~~consummating ~~board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and~~ the ~~requirements~~Business ~~of other applicable law~~Combination.

~~Proposed~~We ~~Business~~ continue ~~Combination~~to evaluate the impact of the COVID-19 pandemic and have concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As more fully disclosed in Note 9 to the unaudited condensed financial statements included herein, on April 8, 2021, the Company, Cellebrite DI Ltd., a company organized under the laws of the State of Israel (“Cellebrite”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite (“Merger Sub”), entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), providing for, among other things, and subject to the terms and conditions therein, a business combination between the Company and Cellebrite (the “Business Combination”) pursuant to which, among other things, Merger Sub will merge with and into the Company at the Effective Time (as defined in the Business Combination Agreement), with the Company continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite.19

22Related Party Transactions

~~Results of~~Founder ~~Operations~~Shares

~~Our~~On ~~entire~~July 20, ~~activity~~2020, ~~since~~our ~~inception~~Sponsor ~~through~~subscribed ~~March~~to 31purchase 15,093,750 Founder ~~2021~~Shares ~~related~~for toan ~~our~~aggregate ~~formation~~price of $25,000, ~~the~~and ~~preparation~~subsequently paid for the ~~Initial~~subscription ~~Public~~on ~~Offering~~July 24, ~~and~~2020. Our Sponsor agreed to forfeit up to 1,968,750 Founder Shares to the extent that the ~~since~~over-allotment option was not exercised in full by the ~~closing~~underwriters. Subsequently, our Sponsor transferred 25,000 Founder Shares to each of the ~~Initial~~four ~~Public~~independent ~~Offering~~director nominees, at the ~~search~~original ~~for~~per ashare ~~target~~purchase ~~for~~price. ~~its~~The ~~initial~~aggregate 100,000 Founder Shares held ~~Business~~by ~~Combination.~~the Weindependent ~~have~~director ~~neither~~nominees ~~engaged~~were not subject to forfeiture in ~~any~~the ~~operations~~event ~~nor~~the ~~generated~~underwriters’ ~~any~~over-allotment option ~~revenues~~was not exercised. The forfeiture would be adjusted to ~~date.~~the Weextent ~~will~~that the over-allotment option was not ~~generate~~exercised ~~any~~in ~~operating~~full by the underwriters ~~revenues~~so ~~until~~that ~~after~~the ~~completion~~Founder ofShares ~~our~~would ~~initial~~represent ~~Business~~20% ~~Combination.~~of Weour ~~will~~issued ~~generate~~and ~~non-operating~~outstanding ~~income~~shares inafter the ~~form~~Initial ofPublic ~~interest~~Offering ~~income~~(assuming the Initial onStockholders ~~cash~~do ~~and~~not ~~cash~~purchase ~~equivalents. We~~any ~~expect~~Units toin ~~incur~~the ~~increased~~Initial ~~expenses~~Public asOffering). aThe ~~result~~underwriters ofpartially ~~being~~exercised atheir ~~public~~over-allotment ~~company~~option on ~~(for~~September ~~legal~~15, ~~financial reporting,~~2020 ~~accounting~~ and ~~auditing compliance)~~93,750 asFounder ~~well~~Shares aswere ~~for~~forfeited ~~due~~by ~~diligence~~our ~~expenses~~Sponsor accordingly.

~~For~~The Sponsor and any other holders of the ~~three~~Founder ~~months~~Shares ~~ended~~immediately ~~March~~prior 31to the Initial Public Offering (the “Initial Stockholders”) agreed, ~~2021~~subject to limited exceptions, wenot ~~had~~to atransfer, ~~net~~assign ~~income~~or sell any of ~~approximately~~the ~~$16.4~~Founder ~~million~~Shares until (i) with respect to 50% of the Founder Shares, ~~which~~the ~~consisted~~earlier to occur of: ~~approximately~~(A) 180 days after completion of our initial Business Combination; or (B) if the closing price of the common stock equals or exceeds $1712.600 ~~million~~per share (as adjusted for stock splits, stock dividends, reorganizations, ofrecapitalizations ~~change~~and inthe ~~fair~~like) ~~value~~for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of ~~derivative~~the ~~warrant~~initial ~~liabilities~~Business Combination and ~~approximately~~(ii) with ~~$30,000~~respect to the remaining 50% of ~~net~~the ~~gain~~Founder ~~from~~Shares, ~~investments~~only ~~held~~if inthe ~~Trust~~closing ~~Account~~price ~~approximately,~~of ~~offset~~the bycommon stock equals or exceeds $112.200 ~~million~~per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of ~~general~~the initial Business Combination. Any permitted transferees would be subject to the same restrictions (the “lock-up”) and ~~administrative~~other ~~costs~~agreements of the Sponsor with respect to any Founder Shares. Notwithstanding the foregoing, ~~and~~if ~~approximately~~we ~~$49~~complete a liquidation,~~000~~ merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of ~~franchise~~the ~~tax~~Public ~~expense~~Stockholders having the right to exchange their Public Shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

~~Liquidity and~~Private ~~Capital~~Placement ~~Resources~~Warrants

AsSimultaneously with the closing of ~~March~~the ~~31,~~Initial ~~2021~~Public Offering, we ~~had~~consummated ~~approximately~~the Private Placement of 9,666,667 Private Placement Warrants to the Sponsor at a price of $1.250 ~~million~~per inPrivate ~~our~~Placement ~~operating~~Warrant, ~~bank~~generating ~~account~~gross ~~and~~proceeds ~~working~~to ~~capital~~us of ~~approximately~~ $~~417,000~~14.5 million.

~~Our~~Each ~~liquidity~~Private ~~needs~~Placement ~~have~~Warrant ~~been~~is ~~satisfied~~exercisable ~~prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from our Sponsor in exchange~~ for ~~the~~one ~~issuance~~whole ofshare ~~shares~~ of ~~the Company’s~~ Class A B common stock, ~~par~~at ~~value~~a ~~$0.0001~~price ~~per share (the “Founder Shares”), to our Sponsor and the advancement~~ of ~~funds by our Sponsor to cover our expenses in connection with the Initial Public Offering~~$11. In50 ~~addition,~~per ~~our Sponsor advanced approximately $264,000 to us under a promissory note (the “Note”)~~share. ~~The~~ ~~Company~~A ~~repaid~~portion ~~the Note in full as~~ of ~~September~~ ~~21,~~the ~~2020.~~proceeds ~~Subsequent~~from to the ~~consummation~~sale of the ~~Initial Public Offering and~~ Private Placement, ~~our liquidity~~Warrants ~~needs~~to ~~have~~the ~~been~~Sponsor ~~satisfied~~was ~~from~~added to the proceeds from the ~~consummation~~Initial ofPublic ~~the Private Placement not~~ Offering held in the Trust Account. In ~~addition,~~If inwe ~~order~~do tonot ~~finance~~complete ~~transaction costs in connection with~~ a Business Combination, ~~our Sponsor~~within orthe anCombination ~~affiliate~~Period, ofthe ~~our~~Private ~~Sponsor~~Placement orWarrants will ~~our~~expire ~~officers~~worthless. ~~and~~Except ~~directors~~as ~~may,~~set ~~but~~forth ~~are not obligated to~~below, ~~provide~~the usPrivate ~~working~~Placement ~~capital~~Warrants ~~loans~~will ~~(“Working~~be ~~Capital~~non-redeemable for ~~Loans”).~~cash Asand ofexercisable ~~March~~on ~~31,~~a ~~2021,~~cashless ~~there~~basis ~~were~~so nolong ~~amounts~~as ~~outstanding~~they ~~under~~are held by the ~~Working~~Sponsor ~~Capital~~or ~~Loan~~their permitted transferees.

~~Based~~The onSponsor ~~the foregoing~~agreed, ~~management~~subject ~~believes~~to ~~that~~limited weexceptions, ~~will~~not ~~have~~to ~~sufficient~~transfer, ~~working~~assign ~~capital and borrowing capacity from our Sponsor~~ or ansell ~~affiliate~~any of ~~our~~its ~~Sponsor~~Private orPlacement ~~our~~Warrants ~~officers~~until ~~and directors to~~30 days ~~meet~~after ~~our needs through~~ the ~~earlier~~completion of the ~~consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective~~ initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~We continue~~Related toParty evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Loans

23On July 20, 2020, our Sponsor agreed to loan us an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. We borrowed approximately $264,000 under the Note and repaid this Note in full as of September 15, 2020.

~~Related~~As ~~Party~~of ~~Transactions~~June 30, 2021 and December 31, 2020, we have an outstanding amount of $27,874 and $5,401 payable to True Wind Capital LLC, respectively, for certain reimbursable expenses and other expenses paid on the Company’s behalf.

~~Founder~~In ~~Shares~~addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans. If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

~~On July~~ 20, 2020, our Sponsor subscribed to purchase 15,093,750 Founder Shares for an aggregate price of $25,000, and subsequently paid for the subscription on July 24, 2020. Our Sponsor agreed to forfeit up to 1,968,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. Subsequently, our Sponsor transferred 25,000 Founder Shares to each of the four independent director nominees, at the original per share purchase price. The aggregate 100,000 Founder Shares held by the independent director nominees were not subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20% of our issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Units in the Initial Public Offering). The underwriters partially exercised their over-allotment option on September 15, 2020 and 93,750 Founder Shares were forfeited by our Sponsor accordingly.

~~The Sponsor~~Commitments and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of the Founder Shares, the earlier to occur of: (A) 180 days after completion of our initial Business Combination; or (B) if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, only if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 90 days after completion of the initial Business Combination. Any permitted transferees would be subject to the same restrictions (the “lock-up”) and other agreements of the Sponsor with respect to any Founder Shares. Notwithstanding the foregoing, if we complete a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Public Stockholders having the right to exchange their Public Shares for cash, securities or other property, the Founder Shares will be released from the lock-up.Contingencies

~~Private Placement~~Forward ~~Warrants~~Purchase Agreements

~~Simultaneously~~In connection with the ~~closing~~consummation of the Initial Public Offering, we ~~consummated~~had entered into forward purchase agreements with certain institutional accredited investors (“Forward Purchasers”) that would have provided for the ~~Private~~aggregate ~~Placement~~purchase of 9 at least $100,~~666~~000,~~667~~000 ~~Private~~of ~~Placement~~Class ~~Warrants~~A common stock at $10.00 per share, in a private placement that would have closed concurrently with the closing of the Business Combination. The Forward Purchasers’ commitments under the forward purchase agreements were subject to certain conditions described in the ~~Sponsor~~prospectus atfor athe ~~price~~Initial Public Offering. The obligations under the forward purchase agreements would not have depended on whether any shares of $1Class A common stock were redeemed by our Public Stockholders.50 ~~per~~The ~~Private~~Forward ~~Placement~~Purchasers ~~Warrant,~~would ~~generating~~not ~~gross~~have ~~proceeds~~received any Founder Shares or warrants as part of the forward purchase agreements. The forward purchase shares would have been identical to usthe shares of Class ~~$14~~A common stock included in the Units being sold in the Initial Public Offering, except that the forward purchase shares would have been subject to certain transfer restrictions and have certain registration rights.5 On April 8, 2021, these forward purchase agreements ~~million~~were terminated.

~~Each Private~~Share ~~Placement~~Purchase Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees. Agreement

~~The~~Concurrently ~~Sponsor~~with ~~agreed,~~the ~~subject~~termination toof ~~limited~~the ~~exceptions~~forward purchase agreements, ~~not~~we toalong ~~transfer~~with certain shareholders of Cellebrite entered into a share purchase agreement with certain accredited institutional investors on April 8, ~~assign~~2021 orthat ~~sell~~will ~~any~~provide offor ~~its~~an ~~Private~~aggregate ~~Placement~~purchase ~~Warrants~~price ~~until~~of 30$300 ~~days~~million ~~after~~or ~~the~~30,000,000 ~~completion~~ordinary shares at $10 per share of the ~~initial~~post Business Combination entity.

24Registration Rights

~~Related~~The ~~Party~~holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), as well as the Forward Purchasers and their permitted transferees, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~On July 20,~~Underwriting 2020, our Sponsor agreed to loan us an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to the “Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. We borrowed approximately $264,000 under the Note and repaid this Note in full as of September 15, 2020. As of March 31, 2021 and December 31, 2020, we have an outstanding amount of $7,945 and $5,401 payable to True Wind Capital LLC, respectively, for certain reimbursable expenses and other expenses paid on the Company’s behalf.Agreement

InThe ~~addition,~~underwriters inwere ~~order~~entitled to ~~finance transaction costs in connection with a Business Combination, our Sponsor or~~ an ~~affiliate~~underwriting ofdiscount ~~the Sponsor, or certain~~ of ~~our~~$0.20 ~~officers~~per ~~and directors may~~unit, ~~but~~or ~~are not obligated to, provide us with Working Capital Loans~~$12.0 million Ifin wethe ~~complete a Business Combination~~aggregate, wepaid ~~would~~upon ~~repay~~ the ~~Working Capital Loans out~~ closing of the ~~proceeds~~Initial ofPublic ~~the Trust Account released to us~~Offering. ~~Otherwise,~~An ~~the~~additional ~~Working Capital~~fee ~~Loans would be repaid only out~~ of ~~funds~~$0.35 ~~held~~per ~~outside~~unit, ~~the~~or ~~Trust Account~~$21.0 Inmillion in the ~~event~~aggregate, ~~that~~will abe ~~Business~~payable ~~Combination~~to ~~does~~the ~~not close,~~underwriters wefor ~~may~~deferred ~~use~~underwriting acommissions. ~~portion~~The ofdeferred ~~proceeds~~fee ~~held~~will ~~outside~~become ~~the~~payable ~~Trust Account~~ to ~~repay~~ the ~~Working~~underwriters ~~Capital~~from ~~Loans~~the ~~but~~amounts ~~no proceeds~~ held in the Trust Account solely ~~would~~in ~~be used to repay~~ the ~~Working~~event ~~Capital~~that ~~Loans.~~we ~~The~~complete ~~Working Capital Loans would either be repaid upon consummation of~~ a Business ~~Combination~~ orCombination, atsubject ~~the lender’s discretion, up~~ to ~~$1.5 million of such Working Capital Loans may be convertible into warrants of~~ the ~~post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the~~ terms of ~~such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date,~~ the ~~Company~~underwriting ~~had no borrowings under the Working Capital Loans~~agreement.

~~Commitments and~~Critical ~~Contingencies~~Accounting Policies

~~Forward~~This ~~Purchase~~management’s ~~Agreements~~discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

In connection with the consummation of the Initial Public Offering, we entered into forward purchase agreements with certain institutional accredited investors (“Forward Purchasers”) that will provide for the aggregate purchase of at least $100,000,000 of Class A ~~common stock at $10.00 per share, in a private placement that will close concurrently with the closing of the Business Combination.~~Common ~~The~~Stock ~~Forward~~Subject ~~Purchasers’ commitments under the forward purchase agreements are subject~~ to ~~certain~~Possible conditions described in the prospectus for the Initial Public Offering. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by our Public Stockholders. The Forward Purchasers will not receive any Founder Shares or warrants as part of the forward purchase agreements. The forward purchase shares will be identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights.Redemption

25We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our shares of Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 52,036,922 and 52,675,478 shares of Class A common stock subject to possible redemption were presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s balance sheets.

~~Registration Rights~~21

~~The holders~~Derivative ~~of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any~~Warrant shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), as well as the Forward Purchasers and their permitted transferees, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.Liabilities

~~Underwriting~~We ~~Agreement~~do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The ~~underwriters~~Public ~~were~~Warrants ~~entitled~~and tothe anPrivate ~~underwriting~~Placement ~~discount~~Warrants ofare ~~$0.20~~recognized ~~per~~as ~~unit,~~derivative orliabilities ~~$12~~in accordance with ASC 815.~~0 million~~ inAccordingly, we recognize the ~~aggregate,~~warrant ~~paid~~instruments ~~upon~~as liabilities at fair value and adjust the ~~closing~~carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte Carlo model in a risk-neutral framework. AnThe ~~additional~~fair ~~fee~~value of ~~$0.35~~the ~~per~~Public ~~unit~~Warrants as of June 30, or2021 is ~~$21~~based on observable listed prices for such warrants.0 ~~million~~The infair value of the ~~aggregate,~~Private ~~will~~Placement beWarrants ~~payable~~as toof ~~the~~June ~~underwriters~~30, 2021 is determined ~~for~~using ~~deferred~~Black-Scholes ~~underwriting~~option ~~commissions~~pricing model. The ~~deferred~~determination ~~fee~~of ~~will~~the ~~become~~fair ~~payable~~value toof the ~~underwriters~~warrant ~~from~~liability ~~the~~may ~~amounts~~be ~~held~~subject into ~~the~~change ~~Trust~~as ~~Account~~more ~~solely~~current ininformation becomes available and accordingly the ~~event~~actual ~~that~~results wecould ~~complete~~differ asignificantly. ~~Business~~Derivative ~~Combination,~~warrant ~~subject~~liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the ~~terms~~use of current assets or require the ~~underwriting~~creation ~~agreement~~of current liabilities.

~~Critical~~Net Income Per ~~Accounting~~Share ~~Policies~~of Common Stock

~~This~~Our ~~management’s~~condensed ~~discussion~~statements ~~and analysis~~ of ~~our~~operations ~~financial~~include ~~condition~~a ~~and~~presentation ~~results~~ of ~~operations~~net isincome ~~based~~(loss) onper ~~our~~share ~~financial~~for ~~statements, which~~Class ~~have~~A ~~been~~common ~~prepared~~stock insubject ~~accordance~~to ~~with~~possible redemption ~~accounting~~in ~~principles~~a ~~generally~~manner ~~accepted~~similar into the ~~United~~two-class ~~States~~method of ~~America.~~net ~~The~~income ~~preparation of~~(loss) ~~our~~per ~~financial~~common ~~statements~~stock. ~~requires~~Net usincome to(loss) ~~make~~per ~~estimates~~common stock, basic and ~~judgments~~diluted, ~~that~~for ~~affect~~Class ~~the~~A ~~reported~~common ~~amounts~~stock ofis ~~assets,~~calculated ~~liabilities,~~by ~~revenues and~~dividing ~~expenses and~~ the ~~disclosure~~interest ofincome ~~contingent~~earned ~~assets~~on ~~and~~the ~~liabilities~~Trust inAccount, ~~our~~less ~~financial~~interest ~~statements.~~available to Onbe anwithdrawn ~~ongoing~~for ~~basis,~~the wepayment ~~evaluate~~of ~~our estimates and judgments~~taxes, ~~including~~by ~~those~~the ~~related~~weighted toaverage ~~fair~~number ~~value~~ of ~~financial~~Class ~~instruments~~A ~~and~~common ~~accrued~~stock ~~expenses.~~outstanding Wefor ~~base~~the ~~our~~periods. ~~estimates~~Net onincome ~~historical~~(loss) ~~experience,~~per ~~known~~common ~~trends~~stock, ~~and~~basic ~~events~~ and ~~various~~diluted, ~~other~~for ~~factors~~Class ~~that~~B wecommon ~~believe~~stock tois becalculated ~~reasonable~~by ~~under~~dividing the ~~circumstances,~~net ~~the results~~income of(loss), ~~which~~adjusted ~~form~~for ~~the~~income attributable ~~basis~~to ~~for~~Class ~~making~~A ~~judgments~~common ~~about~~stock, by the ~~carrying~~weighted ~~values~~average number of ~~assets~~Class ~~and~~B ~~liabilities~~common ~~that~~stock ~~are~~outstanding ~~not~~for ~~readily~~the ~~apparent from~~periods. ~~other~~Class ~~sources.~~B ~~Actual~~common stock ~~results~~include ~~may~~the ~~differ~~Founder ~~from~~Shares as these ~~estimates~~common ~~under~~stocks ~~different~~do ~~assumptions~~not orhave ~~conditions.~~any ~~The~~redemption ~~Company~~features ~~has~~and ~~identified the~~do ~~following~~not asparticipate ~~its~~in ~~critical~~the ~~accounting~~income ~~policies:~~earned on the Trust Account.

~~Investments~~The ~~Held~~calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) ~~Trust~~Initial ~~Account~~Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive.

~~Our portfolio~~Recent ofAccounting investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Pronouncements

~~Class A~~In ~~Common~~August ~~Stock~~2020, ~~Subject~~the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to ~~Possible~~qualify ~~Redemption~~for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

WeOur ~~account~~management ~~for~~does our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not ~~solely~~believe within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our shares of Class A common stock feature certain redemption rights that ~~are~~any ~~considered~~recently ~~to be outside of our control and subject to the occurrence of uncertain future events. Accordingly~~issued, asbut ofnot ~~March~~yet 31effective, ~~2021~~accounting ~~and~~standards ~~December~~if ~~31,~~currently ~~2020,~~adopted ~~54,315,817~~would ~~and~~have ~~52,675,478~~a ~~shares of Class A~~material ~~common~~effect ~~stock~~on ~~subject to possible redemption were presented as temporary equity, respectively, outside of~~ the ~~stockholders’~~accompanying ~~equity section~~financial ~~of the Company’s balance sheets~~statements.

26Off-Balance Sheet Arrangements

~~Derivative~~As ~~Warrant~~of ~~Liabilities~~June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~We do~~JOBS not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.Act

WeThe ~~issued~~Jumpstart ~~29,666,667~~Our ~~common~~Business ~~stock~~Startups ~~warrants~~Act inof ~~connection~~2012 ~~with~~(the ~~our~~“JOBS ~~Initial~~Act”) ~~Public~~contains ~~Offering~~provisions ~~(20~~that,~~000,000)~~ ~~and~~among ~~Private~~other ~~Placement (9~~things,~~666,667) which~~ ~~are~~relax ~~recognized~~certain reporting asrequirements ~~derivative~~for ~~liabilities~~qualifying inpublic ~~accordance~~companies. ~~with~~We ~~ASC~~qualify ~~815-40.~~as ~~Accordingly,~~an we“emerging ~~recognize~~growth ~~the~~company” ~~warrant~~and ~~instruments~~under asthe ~~liabilities~~JOBS Act atare ~~fair~~allowed ~~value~~to ~~and~~comply ~~adjust~~with ~~the~~new ~~instruments~~or torevised ~~fair~~accounting ~~value~~pronouncements atbased ~~each~~on ~~reporting~~the ~~period.~~effective ~~The~~date ~~liabilities~~for ~~are~~private ~~subject~~(not topublicly ~~re-measurement~~traded) ~~at each~~companies. ~~balance~~We ~~sheet~~are ~~date~~electing ~~until~~to ~~exercised,~~delay ~~and~~the ~~any~~adoption ~~change~~of innew ~~fair~~or ~~value~~revised isaccounting ~~recognized~~standards, inand ~~the~~as ~~Company’s~~a ~~statement~~result, ofwe ~~operations.~~may ~~The~~not ~~fair value~~comply ofwith ~~warrants~~new ~~issued~~or inrevised accounting ~~connection~~standards ~~with~~on the ~~Initial~~relevant ~~Public~~dates ~~Offering~~on ~~were~~which ~~initially~~adoption ~~measured~~of atsuch ~~fair~~standards ~~value~~is ~~using~~required afor ~~Monte~~non-emerging ~~Carlo~~growth ~~simulation model~~companies. ~~and~~As ~~subsequently~~a result, the ~~are~~financial ~~determined~~statements bymay ~~reference~~not tobe ~~the~~comparable ~~listed~~to ~~trading~~companies ~~price.~~that ~~The~~comply ~~fair~~with ~~value~~new ofor ~~the~~revised ~~warrants~~accounting ~~issued~~pronouncements inas ~~the~~of ~~Private~~public ~~Placement~~company effective ~~were estimated using Black-Scholes~~dates.

~~Net Income Per Share of Common Stock~~22

~~Net~~Additionally, ~~income~~we ~~per~~are ~~share~~in isthe ~~computed~~process byof ~~dividing~~evaluating ~~net~~the ~~income~~benefits byof relying on the ~~weighted-average~~other ~~number~~reduced ofreporting ~~shares~~requirements ofprovided ~~common~~by ~~stock~~the ~~outstanding~~JOBS ~~during~~Act. Subject to certain conditions set forth in the ~~periods.~~JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions Wewe ~~have~~may not ~~considered~~be ~~the~~required ~~effect~~to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the ~~warrants~~compensation ~~sold~~disclosure inthat may be required of non-emerging growth public companies under the ~~Initial~~Dodd-Frank ~~Public~~Wall ~~Offering~~Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the ~~Private~~Public ~~Placement~~Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to ~~purchase~~the anauditor’s ~~aggregate~~report ofproviding ~~29,666,667~~additional ~~shares~~information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the ~~Company~~Chief Executive Officer’s ~~Class~~compensation Ato ~~common~~median ~~stock~~employee incompensation. These exemptions will apply for a period of five years following the ~~calculation~~completion of ~~diluted~~our ~~income~~Initial ~~per~~Public ~~share,~~Offering ~~since~~or ~~their~~until ~~inclusion would~~we beare ~~anti-dilutive~~no ~~under~~longer ~~the~~an ~~treasury~~“emerging ~~stock~~growth ~~method~~company,” whichever is earlier.

~~Our unaudited~~Item ~~condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share~~3. ~~Net~~Quantitative ~~income per share of common stock, basic~~ and ~~diluted~~Qualitative ~~for~~Disclosures ~~shares~~About ofMarket Class A common stock are calculated by dividing the income (loss) earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was $0 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net loss of approximately $16.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period.Risk

27We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Recent Accounting~~Item ~~Pronouncements~~4. Controls and Procedures

~~In August~~Evaluation ~~2020,~~of ~~the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options~~Disclosure ~~(Subtopic~~Controls ~~470-20)~~ and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.Procedures

~~Our~~Under the supervision and with the participation of our management, ~~does~~including ~~not~~our ~~believe~~principal ~~that~~executive ~~any~~officer ~~recently~~and ~~issued~~principal financial and accounting officer (the “Certifying Officers”), ~~but~~we ~~not~~conducted ~~yet~~an ~~effective~~evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, ~~accounting~~2021, ~~standards~~as ifsuch ~~currently~~term ~~adopted~~is ~~would~~defined ~~have~~in aRules ~~material~~13a-15(e) and 15d-15(e) under the Exchange Act. ~~effect~~Based onupon that evaluation and in light of the ~~accompanying~~SEC ~~financial~~Staff ~~statements~~Statement, our Certifying Officers concluded that, solely due to the Company’s misapplication of the accounting for the Company’s warrants as liabilities, our disclosure controls and procedures were not effective as of June 30, 2021.

~~Off-Balance Sheet Arrangements~~Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~As of~~Changes ~~March 31, 2021, we did not have any off-balance sheet arrangements as defined~~ in ~~Item~~Internal Control ~~303(a)(4)(ii)~~over ofFinancial ~~Regulation S-K.~~Reporting

~~JOBS~~There ~~Act~~was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than as described herein. Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we enhanced the supervisory review of accounting procedures in this financial reporting area and expanded and improved our review process for complex securities and related accounting standards. As of June 30, 2021, this has not been fully remediated.

~~The~~Our ~~Jumpstart~~internal ~~Our~~control ~~Business~~over ~~Startups~~financial ~~Act~~reporting ofdid ~~2012~~not ~~(the~~result ~~“JOBS~~in ~~Act”)~~the ~~contains~~proper ~~provisions~~accounting ~~that,~~classification ~~among~~of ~~other things, relax~~ certain ~~reporting~~ ~~requirements~~of ~~for~~the ~~qualifying~~warrants ~~public~~we ~~companies.~~issued in WeSeptember ~~qualify~~2020 aswhich, andue ~~“emerging~~to ~~growth~~its ~~company”~~impact ~~and~~on ~~under~~our ~~the~~financial ~~JOBS~~statements, ~~Act are~~we ~~allowed~~determined to ~~comply~~be ~~with~~a ~~new~~material orweakness. ~~revised~~This ~~accounting~~mistake ~~pronouncements~~in ~~based on the effective date for private (not publicly traded) companies.~~classification Wewas ~~are~~brought ~~electing~~ to ~~delay~~our ~~the~~attention ~~adoption~~only ofwhen ~~new~~the orSEC ~~revised~~Staff ~~accounting~~issued ~~standards,~~the ~~and~~SEC asStaff aStatement. ~~result,~~The weSEC ~~may~~Staff ~~not~~Statement ~~comply~~addresses ~~with~~certain ~~new or revised~~ accounting and ~~standards~~reporting onconsiderations ~~the~~related ~~relevant~~to ~~dates~~warrants ~~on which adoption~~ of ~~such standards is required for non-emerging growth companies. As~~ a ~~result, the~~kind ~~financial~~similar ~~statements may not be comparable~~ to ~~companies~~those ~~that~~we ~~comply~~issued ~~with~~at ~~new~~the ortime ~~revised~~of ~~accounting~~our ~~pronouncements~~initial aspublic ofoffering ~~public~~in ~~company~~September ~~effective dates~~2020.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.23

~~Item 3.~~PART ~~Quantitative~~II ~~and~~– ~~Qualitative~~OTHER ~~Disclosures~~INFORMATION ~~About Market Risk~~

~~We are~~Item a1. ~~smaller~~Legal ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~Proceedings

28None.

Item 4 1A. ~~Controls~~ ~~and~~Risk ~~Procedures~~Factors.

~~Evaluation~~ As of ~~Disclosure~~the ~~Controls~~date of this Quarterly Report, there have been no material changes, except for the following, with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2020, as amended, filed with the SEC on May 7, 2021 and ~~Procedures~~our Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the SEC on May 17, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation and in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to the Company’s misapplication of the accounting for the Company’s warrants as liabilities, our disclosure controls and procedures were not effective as of March 31, 2021.24

~~Disclosure controls~~Item ~~and~~2. ~~procedures~~Unregistered ~~are~~Sales ~~designed~~of toEquity ~~ensure~~Securities ~~that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,~~ and ~~reported~~Use ~~within~~of ~~the~~Proceeds ~~time~~from ~~periods~~Registered specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Securities

~~Changes~~For a description of the use of the proceeds generated in ~~Internal~~our ~~Control~~Initial ~~over~~Public ~~Financial~~Offering, ~~Reporting~~see Part I, Item 2 of this Quarterly Report. There has been no material change in the planned use of the proceeds from the Company’s Initial Public Offering and Private Placement as is described in the Company’s final prospectus, dated September 10, 2020.

~~There was~~Item no3. ~~change~~Defaults inUpon ~~our~~Senior internal control over financial reporting that occurred during the period from July 20, 2020 (inception) through March 31, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Securities

29None.

~~PART II~~Item –4. ~~OTHER~~Mine ~~INFORMATION~~Safety Disclosures

~~Item 1.~~Not ~~Legal Proceedings~~applicable.

~~None~~Item 5. Other Information

~~Item 1A~~None. ~~Risk Factors.~~

As of the date of this Quarterly Report, there have been no material changes, except for the following, with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2020, as amended, filed with the SEC on May 7, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.25

~~Conditions~~Item in6. ~~Israel could materially and adversely affect our business as a wholly owned subsidiary of Cellebrite following the Business Combination~~Exhibits.

Upon consummation of the Business Combination, the Company will be a wholly owned subsidiary of Cellebrite, a company organized under the laws of the State of Israel. Many of the employees of Cellebrite, including certain management members, operate from offices located in Israel. In addition, a number of Cellebrite officers and directors are residents of Israel and Cellebrite has a small assembly facility in Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect Cellebrite’s business and operations. In recent years including 2021, Israel has been engaged in sporadic armed conflicts with terrorist and military groups. Further, certain countries have threatened Israel and may be developing nuclear weapons. In recent years including 2021, some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, including areas in which Cellebrite employees and some Cellebrite consultants are located, and which potentially negatively affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect Cellebrite’s operations and results of operations, which in turn could similarly affect the financial condition of the Company.

Exhibit Number		Description
2.1		Business Combination Agreement, dated as of April 8, 2021, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K with the SEC on September 15, 2020.

3.2		Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 with the SEC on August 4, 2020.

4.1		Warrant Agreement, dated September 10, 2020, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K with the SEC on September 15, 2020.

10.1		Sponsor Support Agreement, dated as of April 8, 2021, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

10.2		Form of Cellebrite Shareholders Support Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

10.3		Form of Share Purchase Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

10.4		Form of Redemption and Voting Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

10.5		Form of Investor Rights Agreement, incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

10.6		Form of Amended Articles, incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K with the SEC on April 8, 2021.

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File

~~Cellebrite’s commercial~~* ~~insurance~~Filed ~~does not cover losses that may occur as a result of events associated with war and terrorism~~herein. ~~Although~~** ~~the~~Furnished Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that the Israeli government coverage will be maintained or that it will sufficiently cover Cellebrite’s potential damagesherewith. Any losses or damages incurred as a result could have a material adverse effect on Cellebrite’s business. Any armed conflicts or continued political instability in the region would likely negatively affect business conditions and could harm Cellebrite’s results of operations, which in turn could similarly affect the financial condition of the Company.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on Cellebrite’s operating results, financial condition or the expansion of Cellebrite’s business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact Cellebrite’s business, which in turn could similarly affect the financial condition or reputation of the Company.26

In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Cellebrite’s operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect Cellebrite’s business, prospects, financial condition and results of operations, which in turn could similarly affect the financial condition of the Company.SIGNATURES

AsPursuant ato ~~wholly~~the ~~owned subsidiary~~ requirements of ~~Cellebrite~~Securities ~~following~~Exchange ~~the~~Act ~~Business Combination~~of 1934, ~~Cellebrite’s~~the ~~international~~registrant ~~operations~~has ~~may~~duly ~~expose~~caused usthis report to ~~business,~~be ~~political~~signed ~~and~~on ~~economic~~its ~~risks~~behalf ~~that~~by ~~could~~the ~~cause~~undersigned ~~our~~thereunto ~~operating~~duly ~~results to suffer~~authorized.

Upon consummation of the Business Combination, the Company will be a wholly owned subsidiary of Cellebrite, a company organized under the laws of the State of Israel. Cellebrite intends to continue to make efforts to increase their international operations and anticipates that its international sales will continue to account for a significant portion of their revenue. These international operations are subject to certain risks and costs, including the difficulty and expense of administering business and compliance abroad, differences in business practices, compliance with domestic and foreign laws (including without limitation domestic and international import and export laws and regulations and the Foreign Corrupt Practices Act, including potential violations by acts of agents or other intermediaries), costs related to localizing solutions for foreign markets, costs related to translating and distributing software solutions in a timely manner, costs related to increased financial accounting and reporting burdens and complexities, longer sales and collection cycles for accounts receivables, failure of laws or courts to protect our intellectual property rights adequately, local competition, and economic or political instability and uncertainties, including inflation, recession, interest rate fluctuations and actual or anticipated military or geopolitical conflicts, including those that have impacted Israel in 2021. In addition, regulatory limitations regarding the repatriation of Cellebrite’s earnings may adversely affect the transfer of cash earned from foreign operations. Significant international sales may also expose Cellebrite to greater risk from political and economic instability, unexpected changes in Israeli, U.S. or other governmental policies concerning import and export of goods and technology, regulatory requirements, tariffs and other trade barriers. Additionally, international earnings may be subject to taxation by more than one jurisdiction, which may materially adversely affect Cellebrite’s effective tax rate. Also, international expansion may be difficult, time consuming, and costly for Cellebrite. These risks and their potential impacts may be exacerbated by the ongoing COVID-19 pandemic (see Note 5). As a result, if revenue from international operations do not offset the expenses of establishing and maintaining foreign operations, Cellebrite’s business, operating results and financial condition will suffer, which in turn could similarly affect the financial condition of the Company.

	TWC TECH HOLDINGS II CORP.

Date: August 13, 2021	By:	/s/ Adam H. Clammer
		Name:	Adam H. Clammer
		Title:	Chief Executive Officer and President (Principal Executive Officer)

Date: August 13, 2021	By:	/s/ Rufina A. Adams
		Name:	Rufina A. Adams
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

3027

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities~~ false --12-31 Q2 2021 0001819313 0001819313 2021-01-01 2021-06-30 0001819313 us-gaap:CommonClassAMember 2021-08-12 0001819313 us-gaap:CommonClassBMember 2021-08-12 0001819313 2021-06-30 0001819313 2020-12-31 0001819313 us-gaap:CommonClassAMember 2021-06-30 0001819313 us-gaap:CommonClassAMember 2020-12-31 0001819313 us-gaap:CommonClassBMember 2021-06-30 0001819313 us-gaap:CommonClassBMember 2020-12-31 0001819313 2021-04-01 2021-06-30 0001819313 us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001819313 us-gaap:CommonClassAMember 2021-01-01 2021-06-30 0001819313 us-gaap:CommonClassBMember 2021-04-01 2021-06-30 0001819313 us-gaap:CommonClassBMember 2021-01-01 2021-06-30 0001819313 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001819313 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001819313 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001819313 us-gaap:RetainedEarningsMember 2020-12-31 0001819313 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001819313 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001819313 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001819313 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001819313 2021-01-01 2021-03-31 0001819313 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-31 0001819313 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-31 0001819313 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001819313 us-gaap:RetainedEarningsMember 2021-03-31 0001819313 2021-03-31 0001819313 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001819313 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001819313 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001819313 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001819313 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-06-30 0001819313 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-06-30 0001819313 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001819313 us-gaap:RetainedEarningsMember 2021-06-30 0001819313 us-gaap:IPOMember 2020-09-01 2020-09-15 0001819313 us-gaap:OverAllotmentOptionMember 2020-09-01 2020-09-15 0001819313 us-gaap:IPOMember 2020-09-15 0001819313 us-gaap:PrivatePlacementMember 2021-01-01 2021-06-30 0001819313 us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2021-06-30 0001819313 us-gaap:PrivatePlacementMember 2021-06-30 0001819313 twc:PublicStockholdersMember 2021-06-30 0001819313 us-gaap:IPOMember 2021-01-01 2021-06-30 0001819313 2021-05-01 2021-05-23 0001819313 twc:SponsorMember 2021-06-30 0001819313 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-06-30 0001819313 twc:FounderSharesMember 2020-07-20 0001819313 us-gaap:CommonClassBMember twc:FounderSharesMember 2020-07-20 0001819313 2020-07-02 2020-07-24 0001819313 us-gaap:OverAllotmentOptionMember 2020-07-20 2020-07-20 0001819313 2020-07-20 2020-07-20 0001819313 2020-07-20 0001819313 twc:FounderSharesMember 2021-01-01 2021-06-30 0001819313 us-gaap:IPOMember 2020-07-20 0001819313 2020-09-15 0001819313 2020-01-01 2020-12-31 0001819313 twc:PublicWarrantsMember 2021-06-30 0001819313 us-gaap:PrivatePlacementMember 2020-12-31 0001819313 us-gaap:FairValueInputsLevel1Member 2021-06-30 0001819313 us-gaap:FairValueInputsLevel2Member 2021-06-30 0001819313 us-gaap:FairValueInputsLevel3Member 2021-06-30 0001819313 us-gaap:FairValueInputsLevel1Member twc:PublicMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel2Member twc:PublicMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel3Member twc:PublicMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel1Member twc:PrivateMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel2Member twc:PrivateMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel3Member twc:PrivateMember 2021-01-01 2021-06-30 0001819313 us-gaap:FairValueInputsLevel1Member 2020-12-31 0001819313 us-gaap:FairValueInputsLevel2Member 2020-12-31 0001819313 us-gaap:FairValueInputsLevel3Member 2020-12-31 0001819313 us-gaap:FairValueInputsLevel1Member twc:PublicMember 2020-01-01 2020-12-31 0001819313 us-gaap:FairValueInputsLevel2Member twc:PublicMember 2020-01-01 2020-12-31 0001819313 us-gaap:FairValueInputsLevel3Member twc:PublicMember 2020-01-01 2020-12-31 0001819313 us-gaap:FairValueInputsLevel1Member twc:PrivateMember 2020-01-01 2020-12-31 0001819313 us-gaap:FairValueInputsLevel2Member twc:PrivateMember 2020-01-01 2020-12-31 0001819313 us-gaap:FairValueInputsLevel3Member twc:PrivateMember 2020-01-01 2020-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q. There has been no material change in the planned use of the proceeds from the Company’s initial public offering and private placement as is described in the Company’s final prospectus, dated September 10, 2020.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K with the SEC on September 15, 2020.
3.2		Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 with the SEC on August 4, 2020.
4.1		Warrant Agreement, dated September 10, 2020, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K with the SEC on September 15, 2020.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TWC TECH HOLDINGS II CORP.
Date: May 17, 2021	By:	/s/ Adam H. Clammer
		Name:	Adam H. Clammer
		Title:	Chief Executive Officer and President (Principal Executive Officer)
	By:	/s/ Rufina A. Adams
		Name:	Rufina A. Adams
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Filing Compare · TWC Tech Holdings II Corp.