株探米国株
英語
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025.

 

Commission File Number 001-40772

 

Cellebrite DI Ltd.

(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 Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 


 

EXPLANATORY NOTE

 

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) filed by Cellebrite DI Ltd. (the “Company”) consists of the Company’s: (i) consolidated financial statements for the six months ended June 30, 2025, which are attached hereto as Exhibit 99.1 and are incorporated by reference herein; and (ii) operating and financial review and prospects (unaudited) for the six months ended June 30, 2025, which are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

 

This Form 6-K, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-259826) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 13, 2022 and Form S-8 (File Nos. 333-260878 and 333-278130) filed with the SEC on November 8, 2021 and March 21, 2024, respectively.

 

1


 

EXHIBIT INDEX

 

Exhibit No.   Exhibit
99.1   Consolidated financial statements of Cellebrite DI Ltd. and its subsidiaries for the six-months ended June 30, 2025.
99.2   Operating and Financial Review and Prospects for the six months ended June 30, 2025.
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.

 

2


 

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.

 

  Cellebrite DI Ltd.
     
August 14, 2025 By: /s/ David Barter
    David Barter
    Chief Financial Officer

 

3

 

Exhibit 99.1

 

CONSOLIDATED FINANCIAL STATEMENTS

 

CELLEBRITE DI LTD. AND ITS SUBSIDIARIES

 

INTERIM CONSOLIDATED FINANCIAL STATEMENT

 

AS OF JUNE 30, 2025

 

UNAUDITED

 

INDEX

 

    Page
Interim Consolidated Balance Sheets   F-2
Interim Consolidated Statements of Comprehensive Income (Loss)   F-3
Interim Consolidated Statements of Changes in Shareholders’ Equity (deficiency)   F-4
Interim Consolidated Statements of Cash Flows   F-5
Notes to Interim Consolidated Financial Statements   F-6

 

F-1


 

Cellebrite DI Ltd. and its Subsidiaries

 

INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited)

(U.S Dollars in thousands, except share and per share data)

 

    June 30,     December 31,  
    2025     2024  
             
Assets            
Current assets            
Cash and cash equivalents   $ 179,223     $ 191,659  
Short-term deposits     146,053       153,746  
Marketable securities     146,908       101,818  
Trade receivables (net of allowance for credit losses of $574 and $594 as of June 30, 2025 and December 31, 2024, respectively)     93,127       82,358  
Prepaid expenses and other current assets     23,489       23,246  
Contract acquisition costs     7,772       5,827  
Inventories     9,537       8,939  
Total current assets     606,109       567,593  
                 
Non-current assets                
Other non-current assets     6,687       7,682  
Marketable securities     85,661       36,601  
Deferred tax assets, net     12,586       11,072  
Property and equipment, net     19,962       16,995  
Operating lease right-of-use assets, net     17,464       10,604  
Intangible assets, net     10,242       11,306  
Goodwill     28,714       28,714  
Total non-current assets     181,316       122,974  
Total assets   $ 787,425     $ 690,567  
                 
 Liabilities and Shareholders’ equity                
                 
Current Liabilities                
Trade payables   $ 10,587     $ 11,077  
Other accounts payable and accrued expenses     67,969       63,330  
Deferred revenues     227,177       216,970  
Operating lease liabilities     4,236       4,125  
Total current liabilities     309,969       295,502  
                 
Long-term liabilities                
Other long-term liabilities     6,852       6,954  
Deferred revenues     44,096       45,247  
Operating lease liabilities     18,095       6,844  
Total long-term liabilities     69,043       59,045  
                 
Total liabilities   $ 379,012     $ 354,547  
                 
Shareholders’ equity                
Share capital, NIS 0.00001 par value; 3,454,112,863 shares authorized, 244,510,882 and 234,566,473 shares issued and 244,469,106 and 234,524,697 shares outstanding as of June 30, 2025 and December 31, 2024, respectively     *)       *)  
Additional paid-in capital     533,847       498,883  
Treasury share, NIS 0.00001 par value; 41,776 ordinary shares     (85 )     (85 )
Accumulated other comprehensive income     2,639       2,086  
Accumulated deficit     (127,988 )     (164,864 )
                 
Total shareholders’ equity     408,413       336,020  
                 
Total liabilities and shareholders’ equity   $ 787,425     $ 690,567  

 

*) Less than 1 USD

 

F-2


 

Cellebrite DI Ltd. and its Subsidiaries

 

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(U.S Dollars in thousands, except share and per share data)

 

    For the six months ended  
    June 30,  
    2025     2024  
             
Revenue:            
Subscription services   $ 157,502     $ 127,841  
Term-license     41,288       36,749  
Other non-recurring     7,703       7,054  
Professional services     14,332       13,652  
Total revenue     220,825       185,296  
                 
Cost of revenue:                
Subscription services     16,954       12,197  
Other non-recurring     6,499       7,920  
Professional services     11,714       9,408  
Total cost of revenue     35,167       29,525  
                 
Gross profit   $ 185,658     $ 155,771  
                 
Operating expenses:                
Research and development     55,888       46,890  
Sales and marketing     77,453       64,379  
General and administrative     25,632       22,768  
Total operating expenses     158,973       134,037  
                 
Operating income   $ 26,685     $ 21,734  
Financial income (expense), net     13,434       (113,078 )
Income (loss) before tax     40,119       (91,344 )
Tax expense     3,243       3,839  
Net income (loss)   $ 36,876     $ (95,183 )
                 
Income (loss) per share                
Basic   $ 0.15     $ (0.48 )
Diluted   $ 0.15     $ (0.48 )
                 
Weighted average shares outstanding                
Basic     238,811,210       197,840,662  
Diluted     249,410,357       197,840,662  
             
Net income (loss)   $ 36,876     $ (95,183 )
                 
Change in foreign currency translation adjustment     (1,707 )     1,370  
                 
Change in unrealized (losses) gains on marketable securities:                
Unrealized gains (losses) arising during the period     103       (320 )
                 
Net change (net of tax effect of $35 and $98)     103       (320 )
                 
Change in unrealized gains (losses) on cash flow hedges:                
Unrealized gains (losses) arising during the period     2,857       (652 )
Less -reclassification adjustment for net losses realized and included in net income     (700 )     (198 )
                 
Net change (net of tax effect of $(294) and $116)     2,157       (850 )
                 
Total other comprehensive income     553       200  
                 
Comprehensive income (loss)   $ 37,429     $ (94,983 )

 

F-3


 

Cellebrite DI Ltd. and its Subsidiaries

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Unaudited)

(U.S Dollars in thousands, except share and per share data)

 

    Six months ended June 30, 2025  
    Ordinary
Shares Amount
    Share Capital     Additional paid in
capital
    Treasury Share     Other
comprehensive
income
    (Accumulated
deficit) retained
earnings
    Total  
                                           
Balance as of December 31, 2024     234,524,697       * )   $ 498,883     $ (85 )   $ 2,086     $ (164,864 )   $ 336,020  
Exercise of share option, vested RSUs, PSUs and ESPP     6,440,131       * )     17,377                         17,377  
Share-based compensation expense                 17,587                         17,587  
Issuance of Price Adjustment Shares     3,504,278       * )                              
Other comprehensive income                             553             553  
Net income                                   36,876       36,876  
Balance as of June 30, 2025     244,469,106       * )   $ 533,847     $ (85 )   $ 2,639     $ (127,988 )   $ 408,413  

 

    Six months ended June 30, 2024  
    Ordinary
Shares Amount
    Share Capital     Additional paid in
capital
    Treasury Share     Other
comprehensive
income
    (Accumulated
deficit) retained
earnings
    Total  
                                           
Balance as of December 31, 2023     203,230,928            * )   $ (84,896 )   $ (85 )   $ 1,050     $ 118,143     $ 34,212  
Exercise of share option, vested RSUs, PSUs and ESPP     4,403,102       * )     8,361                         8,361  
Share-based compensation expense                 12,251                         12,251  
Other comprehensive income                             200             200  
Net loss                                   (95,183 )     (95,183 )
Balance as of June 30, 2024     207,634,030       * )   $ (64,284 )   $ (85 )   $ 1,250     $ 22,960     $ (40,159 )

 

*) Less than 1 USD

 

F-4


 

Cellebrite DI Ltd. and its Subsidiaries

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(U.S Dollars in thousands, except share and per share data)

 

    For the six months ended  
    June 30,  
    2025     2024  
             
Cash flow from operating activities:            
             
Net income (loss)   $ 36,876     $ (95,183 )
Adjustments to reconcile net income to net cash provided by operating activities:                
Share-based compensation     17,587       12,251  
Amortization of premium, discount and accrued interest on marketable securities     (1,725 )     (1,302 )
Depreciation and amortization     5,223       5,256  
Interest income from short-term deposits     (4,683 )     (5,470 )
Deferred income taxes     (1,773 )     (1,568 )
Remeasurement of Warrant liability    
      39,393  
Remeasurement of Restricted Sponsor Shares liability    
      27,983  
Remeasurement of Price Adjustment Shares liability    
      53,043  
(Increase) decrease in trade receivables     (9,210 )     6,021  
Increase (decrease) in deferred revenue     3,302       (15,055 )
Decrease (increase) in other non-current assets     995       (883 )
Decrease in prepaid expenses and other current assets     2,732       2,752  
Changes in Operating lease right-of-use assets     2,226       2,641  
Changes in Operating lease liabilities     (1,711 )     (2,542 )
(Increase) decrease in inventories     (534 )     1,151  
Decrease in trade payables     (1,212 )     (1,591 )
Increase (decrease) in other accounts payable and accrued expenses     5,470       (3,320 )
(Decrease) increase in other long-term liabilities     (102 )     977  
Net cash provided by operating activities     53,461       24,554  
                 
Cash flows from investing activities:                
                 
Purchases of property and equipment     (5,947 )     (3,568 )
Purchase of intangible assets    
      (904 )
Investment in marketable securities     (183,146 )     (99,282 )
Proceeds from maturities of marketable securities     59,623       35,436  
Proceeds from sales of marketable securities     31,166      
 
Investment in short-term deposits     (84,000 )     (122,000 )
Redemption of short-term deposits     96,377       75,459  
Net cash used in investing activities     (85,927 )     (114,859 )
                 
Cash flows from financing activities:                
                 
Exercise of options to shares     15,117       6,887  
Proceeds from Employee Share Purchase Plan     2,329       1,506  
Net cash provided by financing activities     17,446       8,393  
                 
Net decrease in cash and cash equivalents     (15,020 )     (81,912 )
Net effect of currency translation on cash and cash equivalents     2,584       (649 )
Cash and cash equivalents at beginning of period     191,659       189,517  
Cash and cash equivalents at end of period   $ 179,223     $ 106,956  
                 
Supplemental cash flow information:                
Income taxes (received) paid   $ (8,073 )   $ 2,557  
Non-cash activities                
Operating lease liabilities arising from obtaining right-of-use assets   $ 13,141     $ 215  

 

F-5


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Note 1. General

 

Cellebrite DI Ltd. (the “Company”), an Israeli company, was incorporated on April 13, 1999 as a private company, and began its operations in July 1999. The Company, which established its leadership in digital forensics suite of solutions, now offers customers an end-to-end AI powered Digital Investigation Platform. The Company’s Digital Investigation Platform allows public and private sector customers around the world to collect, review, analyze, and manage digital data across the investigative lifecycle to advance legally sanctioned investigations. The Company’s largest shareholder is SUNCORPORATION, a public company traded in the Japanese market (see also Note 13).

 

On April 8, 2021, the Company entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) with TWC Tech Holdings II Corp. (“TWC”), a special purpose acquisition company publicly listed company in Nasdaq and Cupcake Merger Sub, Inc., a new wholly-owned subsidiary of Cellebrite (the “Merger Sub”) in the USA. On August 30, 2021, the Merger was consummated. Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). The security holders of TWC became security holders of the Company. In December 2023, TWC was dissolved.

 

Note 2. Summary of Significant Accounting Policies

 

A. Unaudited interim consolidated financial statements:

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation.

 

The balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.

 

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. Results for the six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

 

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2024 have been applied consistently in these unaudited interim condensed consolidated financial statements.

 

F-6


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Warrant liability

 

In 2024, the Company redeemed all outstanding warrants. Upon redemption, 9,666,667 Private Warrants yielded 3,306,000 ordinary shares and 19,999,449 Public Warrants yielded 6,803,085 ordinary shares.

 

In the six months ended June 30, 2024, the Company recorded a remeasurement expense on warrant liabilities totaling $39,393, comprising $26,399 for the Public Warrants and $12,994 for the Private Warrants.

 

As of December 31, 2024, the Company had no remaining warrants outstanding.

 

Restricted Sponsor Shares liability and Price Adjustment Shares liability

 

The Company issued 7,500,000 restricted ordinary shares (the “Restricted Sponsor Shares”) to TWC Tech Holdings II, LLC, structured to vest in three tranches of 3,000,000, 3,000,000, and 1,500,000 shares upon the Company’s Ordinary Share price reaching $12.50, $15.00, and $30.00, respectively, during the period between the closing date of the business combination and the five year anniversary of such closing date (the “Price Adjustment Period”). Additionally, up to 15,000,000 ordinary shares (the “Price Adjustment Shares”) were allocated to pre-merger shareholders, vesting in three tranches of 5,000,000 shares each at price thresholds of $12.50, $15.00, and $17.50 per share. During the six months ended December 31, 2024, following the achievement of the $12.50, $15.00 and $17.50 thresholds, the Company issued an aggregate of 15,000,000 ordinary shares to holders of Price Adjustment Shares and released 6,000,000 Restricted Sponsor Shares. Upon meeting the second trigger event, the Company concluded that the remaining Restricted Sponsor Shares and Price Adjustment Shares were no longer required to be classified as a liability under ASC 815-40. As such, the Company reclassified the Restricted Sponsor Shares and Price Adjustment Shares from liability to equity.

 

In the six months ended June 30 2024, the Company recorded a remeasurement expense on Restricted Sponsor Shares and Price Adjustment Shares liabilities totaling $81,026, comprising $27,983 for the Restricted Sponsor Shares, and $53,043 for the Price Adjustment Shares.

 

As of June 30, 2025, only the final tranche of 1,500,000 Restricted Sponsor Shares remains unvested, pending the achievement of the $30.00 share price target.

 

B. Use of estimates

 

The preparation of consolidated financial statements in conformity with US GAAP requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods and accompanying notes. Actual results could differ from those estimates.

 

Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligation, the fair value of acquired intangible assets and goodwill in a business combination, share-based compensation, unrecognized tax benefits, marketable securities, fair value measurement of Restricted Sponsor Shares liability, Price Adjustment Shares liability and warrant liabilities.

 

C. Fair value measurements

 

The Company accounts for fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures”. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3: Unobservable inputs for the asset or liability used to measure fair value that are supported by little or no market activity and that are significant to the fair value of the asset or liability at measurement date.

 

The carrying value of trade receivables and payables and the Company’s cash and cash equivalents and short-term deposits, approximates fair value due to the short time to expected payment or receipt of cash.

 

F-7


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

D. Revenue recognition

 

The Company’s revenues are comprised of four main categories: (a) Subscription Services, including support services (updates, upgrades and technical support) on term-based agreements and SaaS subscriptions; (b) Term Licenses; (c) other non-recurring; and (d) professional services.

 

The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.

 

The Company sells its products to its customers either directly or indirectly through distribution channels all of whom are considered end users.

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services.

 

The Company determines that it has a contract with a customer when each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer, and the contract has commercial substance.

 

Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract.

 

The Company primary sells term-based license agreements, The agreements provide customers with the right to use the software for a fixed term typically ranging from one to three years. The Company concluded that the software license is distinct as the customer can benefit from the software on its own.

 

Subscription revenues are derived from maintenance, support and SaaS subscriptions, which are considered distinct performance obligations. Maintenance and support revenues include unspecified software updates and upgrades released when and if available as well as software support and technical customer support. A portion of the Company’s maintenance revenue corresponds with the perpetual licenses which corresponds with how the Company once engaged with customers.

 

Other non-recurring revenue is primarily derived from hardware sold mainly in conjunction with new software licenses.

 

Professional services revenue primarily consist of distinct training, advanced services and implementation services. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment terms generally are 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing for short term periods, the Company has determined that the contracts generally do not include a significant financing component. The Company also applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). The Company generally does not offer right of return to its contracts.

 

F-8


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its products and services. The Company typically assesses the SSP for its products and services on a periodic basis or when facts and circumstances change. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company utilizes available information that may include the entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services, and pricing strategies to estimate the price the Company would charge if the products and services were sold separately.

 

The Company satisfies performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Revenues related to the license for proprietary software are recognized when the control over the license is provided to the customer and the license term begins. Subscription revenue are recognized ratably over the service period. Revenues related to other professional services are recognized as services are performed, using the method that best depicts the transfer of services to the customer. Revenues related to hardware are generally recognized upon delivery.

 

E. Concentrations of credit risk

 

Financial instruments that potentially expose the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, trade receivables and other receivables.

 

The majority of the Company’s cash and cash equivalents are invested in deposits mainly in dollars with major international banks. Generally, these cash and cash equivalents and short-term investment may be redeemed upon demand. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets.

 

The Company’s trade receivables are geographically diversified and derived from sales to customers all over the world. The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company and its subsidiaries generally do not require collateral; however, in certain circumstances, the Company and its subsidiaries may require letters of credit, additional guarantees or advance payments.

 

The Company’s marketable securities consist of investments in government, corporate and government sponsored enterprises debentures. The Company’s investment policy, approved by the Company’s Board of Directors, limits the amount that the Company may invest in any one type of investment, or issuer, thereby reducing credit risk concentrations.

 

The Company enters into foreign currency forward and option contracts intended to protect cash flows resulting from scheduled payments such as payroll and rent related expenses against the volatility in value of forecasted non-dollar currency. The derivative instruments hedge a portion of the Company’s non-dollar currency exposure.

 

F. Recently issued accounting pronouncements

 

Recently issued accounting pronouncements not yet adopted:

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

 

F-9


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Note 3. Business combination

 

Pending Acquisition of Corellium:

 

In June 2025, the Company entered into a definitive agreement to acquire 100% of the shares of Corellium, Inc. (“Corellium”), a U.S.-based provider of Arm hypervisor virtualization technology used in secure software development across mobile, automotive, and IoT applications. The purchase price for the acquisition is $170,000 in cash (with $20,000 converted into equity at closing) and an additional $30,000 in cash for the achievement of certain post-closing performance milestones over the next two years, subject to customary closing conditions, including the receipt of regulatory approvals. The acquisition is expected to close in the third quarter of 2025. Upon closing, Corellium will become wholly owned by Cellebrite.

 

Note 4. Marketable securities

 

Marketable securities consisted of the following:

 

    As of June 30, 2025  
    Amortized
cost
    Gross
unrealized
gains
    Gross
unrealized
losses
    Fair value  
    (Unaudited)  
Corporate bond   $ 83,335     $ 144     $ (24 )   $ 83,455  
Agency bond     57,546       23       (43 )     57,526  
Treasury bills     24,846      
      (14 )     24,832  
US Government bond     66,622       142       (8 )     66,756  
Total   $ 232,349     $ 309     $ (89 )   $ 232,569  

 

    As of December 31, 2024  
    Amortized
cost
    Gross
unrealized
gains
    Gross
unrealized
losses
    Fair value  
Corporate bond   $ 50,543     $ 73     $ (6 )   $ 50,610  
Agency bond     60,575       121       (59 )     60,637  
Treasury bills     972      
      (3 )     969  
US Government bond     26,177       48       (22 )     26,203  
Total   $ 138,267     $ 242     $ (90 )   $ 138,419  

 

As of June 30, 2025 and December 31, 2024, no continuous unrealized losses for twelve months or greater were identified.

 

The following table summarizes the Company’s marketable securities by contractual maturities:

 

    June 30,
2025
    December 31,
2024
 
    (Unaudited)        
Due in 1 year or less   $ 146,908     $ 101,818  
Due in 1 year through 2 years     85,661       36,601  
Total   $ 232,569     $ 138,419  

 

F-10


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Note 5. Derivative Instruments

 

The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.

 

ASC 815, “Derivatives and Hedging” (“ASC 815”), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.

 

Gains and losses on derivatives instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that are attributable to a particular risk), are recorded in other comprehensive income and reclassified into statement of comprehensive income (loss) in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.

 

The Company entered into option and forward contracts to hedge a portion of anticipated New Israeli Shekel (“NIS”) payroll and benefit payments. These derivative instruments are designated as cash flow hedges, as defined by ASC 815 and accordingly are measured at fair value. These transactions are effective and, as a result, gain or loss on the derivative instruments are reported as a component of accumulated other comprehensive income and reclassified as Cost of revenues and Operating expenses, at the time that the hedged income/expense is recorded.

 

    Net Notional amount     Fair value  
    June 30,
2025
    December 31,
2024
    June 30,
2025
    December 31,
2024
 
    (Unaudited)           (Unaudited)        
Option contracts to hedge payroll                        
expenses NIS   $ 34,352     $ 24,580     $ 2,130     $ 346  
Forward contracts to hedge payroll                                
expenses NIS     11,267       3,495       824       96  
    $ 45,619     $ 28,075     $ 2,954     $ 442  

 

The Company currently hedges its exposure to the variability in future cash flows for a maximum period of one year. As of June 30, 2025, the Company expects to reclassify all of its unrealized gains and losses from other comprehensive income to earnings during the next twelve months. The fair value of the Company’s outstanding derivative instruments on June 30, 2025 and December 31, 2024 is summarized below:

 

        Fair value of derivative
instruments
 
        June 30,     December 31,  
        2025     2024  
    Balance Sheet line item   (Unaudited)        
Derivative assets and liabilities:                
Foreign exchange option contracts   Prepaid expenses and other current assets   $ 2,217     $ 457  
Foreign exchange forward contracts   Prepaid expenses and other current assets     824       96  
Foreign exchange option contracts   Other account payable   $ (87 )   $ (111 )

 

F-11


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

The effect of derivative instruments in cash flow hedging relationship on other comprehensive income for the six months ended June 30, 2025 and 2024, is summarized below:

 

    Amount of gain (loss)
recognized in other
comprehensive income on
derivative, net of tax
 
    Six months ended June 30,  
    2025     2024  
    (Unaudited)     (Unaudited)  
Derivatives in foreign exchange cash flow hedging relationships:            
Forward contracts   $ 727     $
 
Option contracts     2,130       (652 )
    $ 2,857     $ (652 )

 

Derivatives in foreign exchange cash flow hedging relationships for the six months ended June 30, 2025 and 2024, is summarized below:

 

        Amount of gain reclassified from other
comprehensive income into expenses, net of tax
 
        Six months ended June 30,  
        2025     2024  
    Statements of income line   (Unaudited)     (Unaudited)  
Option contracts to hedge payroll   Cost of revenues and operating expenses   $ (614 )   $ (198 )
Forward contracts to hedge payroll   Cost of revenues and operating expenses     (86 )    
 
        $ (700 )   $ (198 )

 

Note 6. Leases

 

The Company entered into operating leases primarily for offices. The leases have remaining lease terms of up to 11.5 years, some of which may include options to extend the leases for up to an additional 1 year.

 

The components of operating lease costs were as follows:

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Operating lease cost   $ 2,678     $ 2,782  
Short-term lease cost     145       93  
Variable lease cost     147       166  
Total net lease costs   $ 2,970     $ 3,041  

 

F-12


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Supplemental balance sheet information related to operating leases is as follows:

 

    June 30,     December 31,  
    2025     2024  
    (Unaudited)        
Operating lease ROU assets   $ 17,464     $ 10,604  
Operating lease liabilities, current   $ 4,236     $ 4,125  
Operating lease liabilities, long-term   $ 18,095     $ 6,844  
Weighted average remaining lease term (in years)     8.42       5.11  
Weighted average discount rate     4.21 %     3.01 %

 

Minimum lease payments for the Company’s ROU assets over the remaining lease periods as of June 30, 2025, are as follows:

 

    Operating Leases  
2025   $ 2,533  
2026     3,276  
2027     2,961  
2028     2,561  
2029 and thereafter     17,265  
         
Total undiscounted lease payments     28,596  
Less: imputed interest     (6,265 )
         
Present value of lease liabilities   $ 22,331  

 

Note 7. Commitments and contingent liabilities

 

From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss. As of June 30, 2025 and December 31, 2024, the Company is not involved in any material claims or legal proceedings which require accrual of liability for the estimated loss.

 

F-13


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Note 8. Shareholders’ equity

 

a. Ordinary Shares

 

As of June 30, 2025 and December 31, 2024, the Company was authorized to issue 3,454,112,863 ordinary shares, par value NIS 0.00001 per share. The voting, dividend and liquidation rights of the holders of the Company’s ordinary shares are subject to and qualified by the rights, powers and preferences of the holders of the preferred shares as set forth below.

 

Ordinary Shares confer upon its holders the following rights:

 

i. The right to participate and vote in the Company’s general meetings. Each ordinary share will entitle its holder, when attending and participating in the voting to one vote;

 

ii. Dividends or distribution shall be paid or be made to the holders of ordinary shares and shall be in an amount equal the product of the dividend or distribution payable or made on each ordinary share determined as if all preferred shares had been converted into ordinary shares and the number of ordinary shares issuable upon conversion of such preferred share, in each case calculated on the record date for determination of holders entitled to receive such dividend or distribution; and

 

iii. The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by such holder.

 

b. Option Plan and RSUs:

 

On August 5, 2021, the Company adopted the 2021 Share Inventive Plan (the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the grant of share options (including incentive share options and non-qualified share options), ordinary shares, RSUs, PSUs, and other share-based awards.

 

A summary of the status of options under the 2021 Shares Incentive Plan as of June 30, 2025 and changes during the relevant period ended on that date is presented below:

 

    Number of
options
    Weighted-
average
exercise price
    Weighted-
average
remaining
contractual
term (in years)
    Aggregate
intrinsic value
 
    (Unaudited)  
Outstanding at December 31, 2024     10,472,033     $ 4.93       6.23       179,030  
Exercised     4,440,875       3.40                  
Forfeited     176,547       7.29                  
Outstanding at June 30, 2025     5,854,611     $ 6.02       6.36       58,459  
Exercisable at June 30, 2025     3,940,323     $ 5.01       5.94       43,323  

 

The weighted average fair values at grant date of options granted for the six months ended June 30, 2024 were $5.50 per share. No options were granted in the six months ended June 30, 2025.

 

A summary of the status of RSUs and PSUs under the 2021 Share Incentive Plan as of June 30, 2025 and changes during the relevant period ended on that date is presented below:

 

    Number of RSUs and PSUs     Weighted - average fair value  
    (Unaudited)  
Unvested at December 31, 2024     7,289,971     $ 7.99  
Granted     1,452,642       22.73  
Vested     1,839,952       8.19  
Forfeited     519,065       8.52  
Unvested at June 30, 2025     6,383,596     $ 11.24  

 

F-14


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

The weighted average fair value at grant date of RSUs and PSUs granted for the six months ended June 30, 2025 and 2024 was $22.73 and $9.64, respectively.

 

c. 2021 Employee Share Purchase Plan:

 

On August 5, 2021, the Company adopted the 2021 Employee Share Purchase Plan (the “ESPP”).

 

As of June 30, 2025, the aggregate number of ordinary shares that may be issued pursuant to rights granted under the ESPP is 1,585,659 Shares. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2033, the number of Shares available for issuance under the ESPP shall be increased by that number of shares equal to the lesser of (a) 1.0% of the ordinary shares outstanding on the last day of the immediately preceding calendar year, as determined on a fully diluted basis, and (b) such smaller number of shares as may be determined by the Company’s Board of Directors. If any right granted under the ESPP shall for any reason terminate without having been exercised, the shares not purchased under such right shall again become available for issuance under the ESPP.

 

d. The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2025 and 2024, was comprised as follows:

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Cost of revenues   $ 1,577     $ 1,093  
Research and development     4,532       3,071  
Sales and marketing     6,438       4,391  
General and administrative     5,040       3,696  
    $ 17,587     $ 12,251  

 

As of June 30, 2025, there were unrecognized compensation costs of $68,882, which are expected to be recognized over a weighted average period of approximately 2.8 years.

 

F-15


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Note 9. Net earnings (loss) per share

 

The following table sets forth the computation of basic earnings and losses per share:

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Numerator:            
Net Income (loss)   $ 36,876     $ (95,183 )
Basic net income attributable to Restricted sponsor shares     228      
 
Basic net income (loss) attributable to Ordinary Shareholders     36,648       (95,183 )
                 
Denominator:                
Weighted average number of Ordinary Shares used in computing basic net earnings (loss) per share     238,811,210       197,840,662  
Basic net earnings (loss) per share of Ordinary Shareholders   $ 0.15     $ (0.48 )
Weighted average number of Ordinary Shares used in computing diluted net earnings (loss) per share     249,410,357       197,840,662  
Diluted net earnings (loss) per share of Ordinary Shareholders   $ 0.15     $ (0.48 )

 

The number of shares related to outstanding anti-dilutive options excluded from the calculations of diluted net earnings per share was 10,599,147 and 12,776,024 for the six months ended June 30, 2025 and 2024, respectively.

 

Note 10. Fair value measurements

 

The following table presents information about the Company’s assets and liabilities fair value at June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value:

 

   

As of June 30, 2025

 
   

Fair value measurements using input type

 
    Level 1     Level 2     Total  
Assets:                  
Cash equivalents:                  
Money market funds   $ 101,182     $
    $ 101,182  
Commercial deposits    
      7,854       7,854  
Marketable securities:    
 
     
 
     
 
 
Corporate and Agency bonds    
      140,981       140,981  
Treasury bills    
      24,832       24,832  
US Government bonds    
      66,756       66,756  
Foreign currency derivative contracts    
      3,041       3,041  
                         
Total financial assets   $ 101,182     $ 243,464     $ 344,646  
                         
Liabilities:                        
Foreign currency derivative contracts    
      (87 )     (87 )
                         
Total financial liabilities   $
    $ (87 )   $ (87 )

 

F-16


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

    As of December 31, 2024  
    Fair value measurements using input type  
    Level 1     Level 2     Total  
Assets:                  
Cash equivalents:                  
Money market funds   $ 138,221     $
    $ 138,221  
Commercial deposits    
      502       502  
Marketable securities:            
 
     
 
 
Corporate and Agency bonds    
      111,247       111,247  
Treasury bills    
      969       969  
US Government bonds    
      26,203       26,203  
Foreign currency derivative contracts    
      553       553  
                         
Total financial assets   $ 138,221     $ 139,474     $ 277,695  
                         
Liabilities:                        
Foreign currency derivative contracts    
      (111 )     (111 )
                         
Total financial liabilities   $
    $ (111 )   $ (111 )

 

Note 11. Revenues

 

Disaggregation of Revenues

 

The following table provides information about disaggregated revenue by geographical areas

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Americas   $ 117,777     $ 97,368  
EMEA     75,882       65,096  
APAC     27,166       22,832  
Total   $ 220,825     $ 185,296  

 

Contract Balances

 

Receivables are recorded when the right to consideration becomes unconditional. Unbilled receivables represent the Company’s unconditional right to consideration not yet invoiced while billed receivables include invoiced amounts.

 

Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of performance under a contract. The current portion of the deferred revenue balance is recognized as revenue during the 12-month period after the balance sheet date. The non-current portion of the deferred revenue balance is recognized as revenue following the 12-month period after the balance sheet date. Of the $262,217 and $242,823 of deferred revenue as of December 31, 2024 and 2023, respectively, the Company recognized $140,962 and $122,089 as revenue during the six months ended June 30, 2025 and 2024, respectively.

 

The change in contract balances is consistent with the increase in the overall operation of the Company.

 

F-17


 

Cellebrite DI Ltd. and its Subsidiaries
 
Notes to Interim Consolidated Financial Statements (Unaudited)
U.S. dollars (in thousands, except share and per share data)

 

Remaining Performance Obligations

 

The Company’s remaining performance obligations are comprised of product and services revenue not yet delivered. As of June 30, 2025 and December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $344,924 and $343,557 respectively, which consists of both billed consideration in the amount of $271,273 and $262,217, respectively, and unbilled consideration in the amount of $73,651 and $81,340 respectively, that the Company expects to recognize as revenue. As of June 30, 2025, the Company expects to recognize the majority of its remaining performance obligations as revenue in the next 12 months.

 

Note 12. Financial income (expense), net

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Financial income:            
Interest on deposits and investments   $ 11,196     $ 8,349  
Foreign currency translation differences     1,672       245  
Other     1,136       7  
                 
Financial expenses:                
Remeasurement of liability instruments    
      (120,419 )
Bank charges     (85 )     (72 )
Changes in exchange rates     (405 )     (1,167 )
Other     (80 )     (21 )
    $ 13,434     $ (113,078 )

 

Note 13. Transactions and Balances with Related Parties

 

SUNCORPORATION, the Company’s primary shareholder is also a reseller of the Company in the Japanese market.

 

a. Transactions with SUNCORPORATION

 

    Six months ended
June 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Revenues   $ 2,888     $ 2,454  

 

b. Balances with SUNCORPORATION

 

    June 30,
2025
    December 31,
2024
 
    (Unaudited)        
Trade Receivables   $ 257     $ 897  

 

Note 14. Segment Information

 

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer. The CODM reviews financial information presented on a consolidated basis. The CODM uses consolidated net income to assess financial performance and allocate resources.

 

There is no expense or asset information that is supplemental to those disclosed in these interim consolidated financial statements, which are regularly provided to the CODM. The allocation of resources and assessment of the performance of the operating segment is based on consolidated net income, as shown in the Company’s interim consolidated statements of operations. The CODM considers the operations in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the interim consolidated financial statements.

 

Note 15. Subsequent events

 

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. OBBBA amends U.S. tax law including provisions related to bonus depreciation, research and development and foreign derived intangible income. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.

 

F-18

 

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EX-99.2 3 ea025202101ex99-2_cellebrite.htm OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE SIX MONTHS ENDED JUNE 30, 2025

Exhibit 99.2

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

This operating and financial review and prospects provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the period described. This discussion should be read in conjunction with our consolidated interim financial statements and the notes to the financial statements for the six months ended June 30, 2025, furnished with our Report of Foreign Private Issuer on Form 6-K. In addition, this information should be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 18, 2025 (the “Annual Report”), including the consolidated annual financial statements as of December 31, 2024 and their accompanying notes included therein and “Item 5. Operating and Financial Review and Prospects.“Unless otherwise stated or unless the context otherwise requires, the terms “Company,” “the registrant,” “our company,” “the company,” “we,” “us,” “our,” “ours,” and “Cellebrite” as used herein refer to Cellebrite DI Ltd., a company organized under the laws of the State of Israel.

 

Forward-Looking Statements

 

This operating and financial review and prospects includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “will,” “appear,” “approximate,” “foresee,” “might,” “possible,” “potential,” “believe,” “could,” “predict,” “should,” “could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,” “future” and “project” and other similar expressions that predict, project or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information for fiscal year 2025 such as revenue, ARR, adjusted EBITDA and earnings. Such forward-looking statements also include statements related to the performance, strategies, prospects, and other aspects of Cellebrite’s business and are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: Cellebrite’s ability to keep pace with technological advances, evolving industry standards and to successfully launch new solutions and add-ons that meet or exceed customer needs; Cellebrite’s material dependence on the purchase, acceptance and use of its solutions by law enforcement and government agencies; real or perceived errors, failures, defects or bugs in Cellebrite’s solutions; Cellebrite’s failure to maintain the productivity of sales and marketing personnel, including relating to hiring, integrating and retaining personnel; intense competition in all of Cellebrite’s markets; the inadvertent or deliberate misuse of Cellebrite’s solutions which may achieve suboptimal results or be perceived as incompatible with human rights; failure to manage its growth effectively; Cellebrite’s ability to execute new offerings, developments and strategic opportunities, including joint ventures, partnerships and acquisitions; its dependency on its customers renewing their subscriptions; the low volume of business Cellebrite conducts via e-commerce; risks associated with the use of artificial intelligence in Cellebrite’s Digital Investigation Platform; the risk of requiring additional capital to support the growth of its business and that financing sources may be unavailable to Cellebrite on reasonable terms or at all; risks associated with Cellebrite’s reliance on third-party suppliers for certain materials and with higher costs or unavailability of materials used to create its hardware product components; fluctuations in foreign currency exchange rates; lengthy sales cycle for some of Cellebrite’s solutions; near term declines in new or renewed agreements; risks associated with inability to retain qualified personnel and senior management; the security of Cellebrite’s operations and the integrity of its software solutions; risks associated with negative publicity related to Cellebrite’s business and use of its products; risks related to Cellebrite’s intellectual property; the regulatory constraints to which Cellebrite is subject, including with respect to applicable classification and confidentiality restrictions, AI and data privacy regulations; risks associated with Cellebrite’s operations in Israel, including the ongoing Israeli conflicts with Hamas, Iran and other parties in the Middle East and the risk of a greater regional conflict; risks associated with different corporate governance requirements applicable to Israeli companies and risks associated with being a foreign private issuer and an emerging growth company; market volatility in the price of Cellebrite’s shares; changing tax laws and regulations; risks associated with joint ventures, partnerships and strategic initiatives; risks associated with Cellebrite’s significant international operations; risks associated with Cellebrite’s failure to comply with anti-corruption, trade compliance, anti-money-laundering and economic sanctions laws and regulations; risks relating to the adequacy of Cellebrite’s existing systems, processes, policies, procedures, internal controls and personnel for Cellebrite’s current and future operations and reporting needs; and other factors, risks and uncertainties set forth in the section titled “Risk Factors” in Cellebrite’s most recent annual report on Form 20-F filed with the SEC on March 18, 2025, and in other documents filed by Cellebrite with the SEC, which are available free of charge at www.sec.gov. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, in this communication or elsewhere. Cellebrite undertakes no obligation to update its forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

 


 

Key Components of Results of Operations

 

Revenue

 

Revenue consists of subscription, other non-recurring, and professional services.

 

Subscription. Subscription revenue include SaaS and on-premise subscription revenue, as well as maintenance and support services associated with on-premise subscriptions and other non-recurring arrangements. Subscription revenue is composed of subscription services and term-license revenue. Subscription services revenue is the revenue that is recognized over the life of the subscription and term-license revenue is the revenue that is immediately recognized upon the sale of an on-premise subscription license. In connection with our term-based agreements, SaaS subscription and other non-recurring arrangements, we generate revenue through maintenance and support under renewable subscription, fee-based contracts that include unspecified software updates and upgrades released when and if available as well as software patches and support. Customers with active subscriptions are also entitled to our technical customer support.

 

Other non-recurring. Other Non-Recurring revenue reflects the revenue recognized from sales of other non-recurring related to offerings such as hardware sold mainly in connection with new software license, perpetual license and usage-based fees. Other non-recurring fees are recognized upfront assuming all revenue recognition criteria are satisfied.

 

Professional Services. Professional Services revenue consists of revenue related to: (i) certified training sessions by cellebrite trainings; (ii) our advanced services; (iii) certain implementation services in connection with our software licenses; (iv) on premise contracted customer success and technical support; and (v) specific on-site services contracted by the Company with customers and delivered by Cellebrite personnel to support the ongoing operation of our solutions in collaboration with the customer. The revenue of professional services is recognized upon the delivery of our services.

 

Cost of Revenue

 

Cost of revenue consists of cost of subscription, cost of other non-recurring, and cost of professional services.

 

Cost of Subscription. Cost of subscription revenue includes all direct costs to deliver and support subscription services, including salaries and related employees’ expenses, and allocated overhead such as facilities expenses, third party license fees, fees paid to OEMs, hosting, and IT related expenses. We recognize these costs and expenses upon occurrence.

 

Cost of other non-recurring. Cost of other non-recurring revenue includes all direct costs to deliver other non-recurring revenue, including hardware (“HW”) costs, fees paid for third party products, materials, salaries and related employees’ expenses, allocated overhead such as depreciation of equipment and IT related expenses, warehouse, manufacturing and supply chain costs. We recognize these costs and expenses upon occurrence, while HW components are recognized upon delivery.

 

Cost of Professional Services. Cost of professional service revenue includes salaries and related employees’ expenses, subcontractors and all direct costs related to professional services such as services materials, and allocated overhead such as depreciation of equipment, facilities and IT related costs. We recognize these costs and expenses upon occurrence.

 

2


 

Gross Profit and Gross Margin

 

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including our revenue mix, the selling price to our customers, the cost of our manufacturing facility, supply chain, hosting, salaries, other related costs to our employees and subcontractors and overhead. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors.

 

Operating Expenses

 

Operating expenses consists of research and development, sales and marketing and general and administrative. The most significant components of our operating expenses are personnel costs, which is included in each component of operating expenses and consists of salaries, benefits, bonuses, share-based compensation and, with regards to sales and marketing expenses, sales commissions.

 

Research and development. Research and development expenses primarily consist of the cost of salaries and related costs for employees, subcontractors cost, consultation services and depreciation of equipment. Our costs of research and development also include facility-related expenses, recruitment and training, IT infrastructure, information system licenses, hosting, support and others that contribute to the research and development operations. We focus our research and development efforts on developing new solutions, core technologies and to further enhance the functionality, reliability, performance and flexibility of existing solutions. We believe that our software development teams and our core technologies represent a significant competitive advantage for us and we expect that our research and development expenses will continue to increase, as we invest in research and development headcount to further strengthen and enhance our solutions.

 

Sales and marketing. Sales and marketing expenses primarily consist of the cost of salaries and related costs for employees, marketing activities, travel expenses, and commissions earned by our sales personnel. Our costs of sales and marketing also include facility-related expenses, recruitment and training, information system licenses, hosting, support and others that contribute to the sales and marketing operations. We expect that sales and marketing expenses will continue to increase as we continue to invest in our Go-to-Market activities.

 

General and administrative. General and administrative expenses primarily consist of the cost of salaries and related costs for employees, insurance, consultants and facility-related costs for our corporate management, finance, legal, IT, human resources, administrative personnel, and other corporate expenses. We anticipate moderate growth in our expenses due to growing our operations. All of the departments are allocated with general and administrative expenses such as rent and related expenses, recruitment and training, information systems licenses, hosting, support and others.

 

3


 

Financial Income (Expense), Net

 

Financial income (expense), net consists primarily of remeasurement of derivative warrant liability, restricted sponsor shares liability and price adjustment shares liability, interest income on our short-term deposits, fees to banks and foreign currency realized and unrealized income and loss related to the impact of transactions denominated in a foreign currency and financial investment activities.

 

Tax Expense

 

Tax expense (as well as deferred tax assets and liabilities, and liabilities for unrecognized tax benefits) reflects management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in Israel, the United States, and numerous other foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

 

Our income tax rate varies from Israel’s statutory income tax rates, mainly due to differing tax rates and regulations in foreign jurisdictions and other differences between expenses and expenses recognized by other tax authorities in relevant jurisdictions. We expect this fluctuation in income tax rates, as well as its potential impact on our results of operations, to continue.

 

Results of Operations

 

The following table presents interim consolidated statement of operations data for the periods indicated and as a percentage of total revenues.

 

    Six months ended
June 30,
 
    2025     2024  
    ($ in thousands)  
Revenue:            
Subscription services   $ 157,502     $ 127,841  
Term-license     41,288       36,749  
Total subscription     198,790       164,590  
Other non-recurring     7,703       7,054  
Professional services     14,332       13,652  
Total Revenue     220,825       185,296  
Cost of revenue:                
Cost of subscription services     16,954       12,197  
Cost of other non-recurring     6,499       7,920  
Cost of professional services     11,714       9,408  
Total cost of revenue     35,167       29,525  
Gross profit     185,658       155,771  
Operating expenses:                
Research and development     55,888       46,890  
Sales and marketing     77,453       64,379  
General and administrative     25,632       22,768  
Total operating expenses     158,973       134,037  
Operating income     26,685       21,734  
Financial income (expense), net     13,434       (113,078 )
Income (loss) before tax     40,119       (91,344 )
Tax expense     3,243       3,839  
Net income (loss)   $ 36,876     $ (95,183 )

 

4


 

Revenue

 

    Six months ended
June 30,
    Change  
    2025     2024     Amount     Percent  
    ($ in thousands)  
Subscription services   $ 157,502     $ 127,841     $ 29,661       23 %
Term-license     41,288       36,749       4,539       12 %
Total subscription     198,790       164,590       34,200       21 %
Other non-recurring     7,703       7,054       649       9 %
Professional services     14,332       13,652       680       5 %
Total Revenue   $ 220,825     $ 185,296     $ 35,529       19 %

 

Subscription

 

Subscription revenue is composed of subscription services and term-license revenue. The subscription services revenue is the revenue that is recognized over the life of the subscription and the term-license revenue is what is immediately recognized upon the sale of an on-premise subscription license. Subscription revenue increased by $34.2 million, or 20.8% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, primarily due to the ongoing adoption of solutions within our Inseyets suite of digital forensics offerings and, to a lesser extent, adoption of solutions within the Pathfinder and Guardian product families.

 

Other non-recurring

 

Other non-recurring revenue increased by $0.6 million, or 9.2% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, primarily due to the increase in sale of hardware components sold in connection with the sale of new term licenses of our Inseyets suite of digital forensics offerings and the Pathfinder on-premise solutions.

 

Professional Services

 

Professional services revenue increased by $0.7 million, or 5.0% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, primarily due to an increase in professional services associated with the former CyTech business that was acquired in July 2024.

 

Cost of Revenue

 

    Six months ended
June 30,
    Change  
    2025     2024     Amount     Percent  
    ($ in thousands)  
Cost of subscription services   $ 16,954     $ 12,197     $ 4,757       39 %
Cost of other non-recurring     6,499       7,920       (1,421 )     (18) %
Cost of professional services     11,714       9,408       2,306       25 %
Cost of Revenue   $ 35,167     $ 29,525     $ 5,642       19 %

 

5


 

Cost of Subscription

 

Cost of subscription services increased by $4.8 million, or 39.0% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. This increase is primarily due to hosting expenses, customer success, customer support expenses and increase in third party expenses.

 

Cost of Other non-recurring

 

Cost of other non-recurring revenue decreased by $1.4 million, or 18% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. This decrease is primarily due to optimizing hardware costs and the higher costs associated with upgrading hardware during the first six months of 2024.

 

Cost of Professional Services

 

Cost of professional services revenue increased by $2.3 million, or 24.5% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. This increase is primarily due to higher training expenses associated with an increase in training classes and an increase in advisory services.

 

Gross Profit and Gross Profit Margin

 

    Six months ended
June 30,
    Change  
    2025     2024     Amount     Percent  
    ($ in thousands)  
Gross Profit:                        
Subscription services   $ 140,548     $ 115,644     $ 24,904       22 %
Term-license     41,288       36,749       4,539       12 %
Total subscription     181,836       152,393       29,443       19 %
Other non-recurring     1,204       (866 )     2,070       239 %
Professional services     2,618       4,244       (1,626 )     (38) %
Total gross profit   $ 185,658     $ 155,771     $ 29,887       19 %
                                 
Gross Profit Margins:                                
Subscription services     89 %     90 %                
Term-license     100 %     100 %                
Total subscription     91 %     93 %                
Other non-recurring     16 %     (12 )%                
Professional services     18 %     31 %                
Total gross margin     84 %     84 %                

 

6


 

Subscription

 

Subscription gross profit increased by $29.4 million, or 19%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. Subscription gross profit margin decreased from 93% to 91%, for the six months ended June 30, 2025 compared with the six months ended June 30, 2024, mainly as a result of an increase in hosting, customer success and customer support expenses.

 

Other non-recurring

 

Other non-recurring gross profit increased by $2.1 million, or 239%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. Other non-recurring gross profit margin increased from (12%) to 16%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, mainly as a result of optimizing hardware costs and the higher costs associated with upgrading hardware during the first six months of 2024.

 

Professional Services

 

Professional services gross profit decreased by $1.6 million, or 38% for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. Services gross profit margin decreased from 31% to 18%, for the six months ended June 30, 2025 compared with the six months ended June 30, 2024, mainly as a result of increase in training and services expenses.

 

Operating Expenses

 

    Six months ended
June 30,
    Change  
    2025     2024     Amount     Percent  
    ($ in thousands)  
Operating expenses                        
Research and development   $ 55,888     $ 46,890     $ 8,998       19 %
Sales and marketing     77,453       64,379       13,074       20 %
General and administrative     25,632       22,768       2,864       13 %
Total operating expenses   $ 158,973     $ 134,037     $ 24,936       19 %

 

Research and development

 

Research and development expenses increased by $9.0 million, or 19%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. This increase is mainly attributable to increased salary and related costs for employees and subcontractors of $7.6 million and higher hosting services of $0.7 million.

 

Sales and marketing

 

Sales and marketing expenses increased by $13.1 million, or 20%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. The increase is mainly attributable to increase of salaries and related costs for employees of $8.5 million, an increase in marketing activities of $1.9 million primarily attributable to the Company’s first user conference and higher consulting costs for enhancing various go-to-market processes of $1 million.

 

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General and administrative

 

General and administrative expenses increased by $2.9 million, or 13%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. The increase is mainly attributable to acquisition-related costs of $2.1 million.

 

Finance Income (Expense), net

 

Finance income (expense), net increased by $126.5 million, or 112%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024. The increase is mainly attributable to remeasurement to fair value of Restricted Sponsor Shares liability, Price Adjustment Shares liability and Derivative warrant liability during 2024.

 

Taxes Expense

 

Taxes expense decreased by $0.6 million, or 16%, for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, primarily due to routine business activity and timing differences in tax accruals.

 

Liquidity and Capital Resources

 

Our cash, cash equivalents, short-term deposits and marketable securities were $557.8 million as of June 30, 2025, compared with $483.8 million as of December 31, 2024.

 

We derive our cash primarily from our business operations. Currently, our primary liquidity needs are employee salaries and benefits, product development, and other operating activities to support our organic growth, and our operating cash requirements may increase in the future as we continue to invest in the growth of our company. During the six months ended June 30, 2025 and 2024, our capital expenditures amounted to $5.9 million and $4.5 million, respectively, primarily consisting of expenditures related to property and equipment and software and intangible assets, and we expect that our capital expenditures for the next 12 months will relate to the same needs. We may also enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies.

 

We believe that our existing cash and cash equivalents, short-term investments and cash flows from operations will be sufficient to fund our organic operations and capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, timing of renewals and subscription renewal rates, the expansion of our sales and marketing activities, the timing and extent of spending to support product development efforts and expansion into new customer base, the timing of introductions of new software products and enhancements to existing software products, and the continuing market acceptance of our software offerings and our use of cash to pay for acquisitions. We may be required to seek additional equity or debt financing in the future. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

 

Credit Facilities

 

We do not have any credit facilities.

 

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Cash Flows

 

The following table presents the summary consolidated cash flow information for the periods presented:

 

    Six months ended
June 30,
 
    2025     2024  
    ($ in thousands)  
Net cash provided by operating activities   $ 53,461     $ 24,554  
Net cash used in investing activities   $ (85,927 )   $ (114,859 )
Net cash provided by financing activities   $ 17,446     $ 8,393  

 

Operating Activities

 

For the six months ended June 30, 2025, cash provided by operating activities was $53.5 million, mainly as a result of higher share-based compensation of $17.6 million, an increase in deferred revenue of $3.3 million and an increase in trade receivables of $9.2 million, as a result of increased sales to customers.

 

For the six months ended June 30, 2024, cash provided by operating activities was $24.6 million, mainly as a result of an increase in the Company’s non-GAAP operating income.

 

Investing Activities

 

Cash used in investing activities for the six months ended June 30, 2025 was $85.9 million, mainly as a result of investment in marketable securities, net of $92.3 million, purchase of property and equipment of $5.9 million, offset by investment and maturities of short-term deposits, net of $12.4 million.

 

Cash used in investing activities for the six months ended June 30, 2024 was $114.9 million, primarily as a result of investment and maturities in short-term deposits, net of $46.5 million, offset by investment and maturities in marketable securities, net of $63.8 million.

 

Financing Activities

 

Cash provided by financing activities in the six months ended June 30, 2025 was $17.4 million, as a result of proceeds from exercise of share options to shares of $15.1 million and proceeds from Employee Share Purchase Plan, net of $2.3 million.

 

Cash provided by financing activities in the six months ended June 30, 2024 was $8.4 million, mainly as a result of proceeds from exercise of share options to shares of $6.9 million and proceeds from Employee Share Purchase Plan, net of $1.5 million.

 

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