UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September,
Commission
File Number
(Translation of registrant’s name into English)
94 Shlomo Shmelzer Road
Petah Tikva 4970602
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___
EXPLANATORY NOTE
Cellebrite DI Ltd (the “Company”) is filing this report of foreign private issuer on Form 6-K (this “Form 6-K”), which attaches its consolidated financial statements for the three- and six-months ended June 30, 2022, to satisfy the technical requirement under Item 512(a)(4) of Regulation S-K for updating its registration statement on Form F-1 (File No. 333-259826) (the “Form F-1”). Concurrent with the filing of this Form 6-K, the Company is filing a post-effective amendment to the Form F-1 to convert it to a Form F-3, based on the Company becoming eligible to use that form.
This Form 6-K is hereby incorporated by reference into the registration statement on Form S-8 (No. 333-260878), filed with the Securities and Exchange Commission on November 8, 2021.
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EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
| Exhibit No. | Exhibit | |
| 99.1 | Consolidated financial statements of Cellebrite DI Ltd. and its subsidiaries for the three- and six-month periods ended June 30, 2022. | |
| 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 13, 2022 | ||
| Cellebrite DI Ltd. | ||
| By: | /s/ Dana Gerner | |
| Name: | Dana Gerner | |
| Title: | Chief Financial Officer | |
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