References to the "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.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking 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 SEC
filings.
Overview
We are a blank check company incorporated in Delaware on July 20, 2020 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") that we have not yet identified. We are
an emerging growth company and, as such, we are subject to all of the risks
associated with emerging growth companies. Our sponsor is TWC Tech Holdings II,
LLC, a Delaware limited liability company and an affiliate of certain of our
officers and directors (our "Sponsor").
Our registration statement for our initial public offering (the "Initial Public
Offering") was declared effective on September 10, 2020. On September 15, 2020,
we consummated the 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.
Simultaneously with 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, 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.
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.
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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, 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 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 (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 our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
Proposed Business Combination
As more fully disclosed in Note 1 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 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.
Results of Operations
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.
For the three months ended June 30, 2021, we had a net loss of approximately
$22.8 million, which consisted of approximately $21.5 million of change in fair
value of derivative warrant liabilities, approximately $1.3 million of general
and administrative costs, and approximately $50,000 of franchise tax expense,
offset by approximately $48,000 of net gain from investments held in Trust
Account.
For the six months ended June 30, 2021, we had a net loss of approximately $6.4
million, which consisted of approximately $3.9 million of change in fair value
of derivative warrant liabilities, $2.5 million of general and administrative
costs, and approximately $99,000 of franchise tax expense, offset by
approximately $78,000 of net gain from investments held in Trust Account.
Liquidity and Capital Resources
As of June 30, 2021, we had approximately $866,000 in our operating bank account
and working capital deficit of approximately $953,000.
Our liquidity needs have been satisfied prior to the completion of the Initial
Public Offering through receipt of a $25,000 capital contribution from our
Sponsor in exchange for the issuance of shares of the Company's Class B common
stock, par value $0.0001 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. In addition, our Sponsor advanced
approximately $264,000 to us under a promissory note (the "Note"). The Company
repaid the Note in full as of September 21, 2020. Subsequent to the consummation
of the Initial Public Offering and Private Placement, our liquidity needs have
been satisfied from the proceeds from the consummation of the Private Placement
not held in the Trust Account. In addition, in order to finance transaction
costs in connection with a Business Combination, our Sponsor or an affiliate of
our Sponsor or our officers and directors may, but are not obligated to, provide
us working capital loans ("Working Capital Loans"). As of June 30, 2021, there
were no amounts outstanding under the Working Capital Loan.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor
or our officers and directors to meet our needs through the earlier 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 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.
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Related Party Transactions
Founder Shares
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 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.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 9,666,667 Private Placement Warrants to the Sponsor at
a price of $1.50 per Private Placement Warrant, generating gross proceeds to us
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 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.
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, 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 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.
In 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.
20
Commitments and Contingencies
Forward Purchase Agreements
In connection with the consummation of the Initial Public Offering, we had
entered into forward purchase agreements with certain institutional accredited
investors ("Forward Purchasers") that would 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 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
prospectus for the Initial Public Offering. The obligations under the forward
purchase agreements would not have depended on whether any shares of Class A
common stock were redeemed by our Public Stockholders. The Forward Purchasers
would not have received any Founder Shares or warrants as part of the forward
purchase agreements. The forward purchase shares would have been 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 would have 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, we 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. We 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 we complete a
Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
This management's 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:
Class A Common Stock Subject to Possible Redemption
We 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.
21
Derivative Warrant Liabilities
We 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 Public Warrants and the Private Placement Warrants are recognized as
derivative liabilities in accordance with ASC 815. Accordingly, we recognize the
warrant instruments as liabilities at fair value and adjust the 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. The fair value of the Public Warrants as of June 30,
2021 is based on observable listed prices for such warrants. The fair value of
the Private Placement Warrants as of June 30, 2021 is determined using
Black-Scholes option pricing model. The determination of the fair value of the
warrant liability may be subject to change as more current information becomes
available and accordingly the actual results could differ significantly.
Derivative warrant liabilities are classified as non-current liabilities as
their liquidation is not reasonably expected to require the use of current
assets or require the creation of current liabilities.
Net Income Per Share of Common Stock
Our 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.
Recent Accounting Pronouncements
In August 2020, 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 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.
Our management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, the financial statements may not
be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
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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.
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