UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F/A





☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
SECURITIES EXCHANGE ACT OF 1934



OR



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



For the fiscal year ended

December
31, 2021



OR



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



OR



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



Commission File No. 001-40772



Cellebrite DI Ltd.

(Exact name of registrant as specified in its
charter)



Not applicable

(Translation of Registrant’s
name into English)



Israel

(Jurisdiction of incorporation
or organization)



94 Shlomo Shmelzer Road Petah
Tikva 4970602, Israel

(Address of principal executive
office)



Copy to:

Avital Futterman

94 Shlomo Shmelzer Road Petah
Tikva 4970602, Israel

+972 (73) 394-8000

(Name, Telephone, Email
and/or Facsimile number and Address of Company Contact Person)



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



|Title of each class                    |  | Trading
    Symbol(s) |  | Name of each exchange
    on which registered
|-------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Ordinary shares, par value NIS 0.00001 |  | CLBT                  |  | Nasdaq Global Market                         
|Warrants to purchase ordinary shares   |  | CLBTW                 |  | Nasdaq Global Market                         



Securities registered or to be registered pursuant
to Section 12(g) of the Act:

None

(Title of Class)



Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act

None

(Title of Class)













Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report:



On March 11, 2022, the issuer had 188,540,480
ordinary shares, par value NIS 0.00001, outstanding.



Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.



Yes ☐ No þ



If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Yes ☐ No þ



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes þ No ☐



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).



Yes þ No ☐



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



|Large accelerated filer | ☐ | Non-accelerated filer   | ☒
|----------------------- | - | ----------------------- | -
|Accelerated filer       | ☐ | Emerging growth company | ☒



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with
any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐



† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.



Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐



Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:



|U.S. GAAP | International Financial Reporting Standards as issued by the | Other
|--------- | ------------------------------------------------------------ | -----
|þ         | International
    Accounting Standards Board ☐               | ☐    



If “Other” has been checked in response to the previous
question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐



If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒




















TABLE OF CONTENTS



|                 | Page    
|---------------- | --------
|                 |         
|EXPLANATORY NOTE | (ii)    
|                 |         
|PART
II          |         
|Item 19.         | Exhibits
|SIGNATURES       | 2       



i







EXPLANATORY NOTE



This Amendment No. 1 on Form 20-F/A (this “Amendment”)
amends our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, that was filed with the Securities and Exchange Commission on
March 29, 2022 (the “Original Filing”). The sole purpose of this Amendment is to correct the Original Filing to include
the signature of Yossi Carmil, our Chief Executive Officer. The Original Filing was manually signed by Mr. Carmil; however, the typeset
signature page to the Original Filing required by General Instruction D of Form 20-F was inadvertently excluded due to an error in formatting
the filing for EDGAR submission.  In order to correct the error, the required conforming signature has been included with this Amendment.



Pursuant to Rule 12b-15 under the Securities and
Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. Because no financial statements have been included in this Form 20-F/A and this Form 20-F/A does not contain or amend any disclosure
with respect to Item 15 of Form 20-F, paragraphs 3, 4 and 5 of the certifications have been omitted.



Except as described above, no other changes are
made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing.  Unless expressly stated,
this Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the
disclosures contained in the Original Filing.



ii









ITEM 19. EXHIBITS



We have filed the following documents as exhibits to this Form 20-F:



|Exhibit
    Number |  | Description                                                                                                                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.3*              |  | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(d) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|12.4*              |  | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(d) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.








| | * | Filed herewith.
| | - | ---------------



1







SIGNATURES



The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.



|                     | CELLEBRITE
DI LTD.
|-------------------- | ------------------
|                     |                   
|                     | By:               
|                     | Name:             
|                     | Title:            
|                     |                   
|Date: April 18, 2022 |                   





2