Business Context and Reporting Period
This Form 6-K filing by Cellebrite DI Ltd. is dated April 14, 2022, and covers the month of April 2022. The report discloses a change in the registrant's certifying accountant. The Company is a foreign private issuer listed on The Nasdaq Capital Market following a business combination with TWC Tech Holdings II Corp.
Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a disclosure regarding auditor changes and does not contain financial statement data.
Material Changes
- Auditor Change: On April 14, 2022, the Company appointed Kost Forer Gabbay & Kasierer (EY Israel) as its new independent registered public accounting firm, effective immediately, subject to shareholder approval.
- Departure of Previous Auditor: Somekh Chaikin (KPMG), the previous auditor, declined to stand for re-appointment for the year ended December 31, 2022, communicating this decision on March 31, 2022.
- Reason for Change: The departure was not the result of any disagreement between KPMG and the Company regarding accounting principles, practices, or audit scope.
Guidance, Outlook, and Risks
Management Commentary and Process: The appointment of EY Israel was approved by the Board of Directors upon the recommendation of the Audit Committee. Under Israeli law, this appointment requires shareholder approval and will be voted on at the upcoming annual general meeting.
Audit History: KPMG's audit reports for the years ended December 31, 2021, and 2020, were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty or scope.
Consultations: Prior to the appointment, the Company consulted with EY Israel on accounting matters for 2021, tax matters related to the business combination, accounting practices, and due diligence for a potential transaction. No other significant consultations or disagreements were reported.
Key Facts for Investor Verification
- Verify the outcome of the shareholder vote at the upcoming annual general meeting regarding the appointment of EY Israel.
- Confirm that no undisclosed disagreements exist between the Company and the departing auditor, KPMG, as stated in the filing.
- Review the upcoming Form 20-F for the first audited financial statements prepared under the new auditor.
- Note that the filing explicitly states no reportable events or disagreements occurred during the tenure of the previous auditor.