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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cellebrite DI Ltd. (Name of Issuer) |
Ordinary Shares, par value of NIS 0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
10/05/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Pertento Partners LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,164,696.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Pertento Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,164,696.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Eduardo Marques | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,164,696.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cellebrite DI Ltd. | |
| (b) | Address of issuer's principal executive offices:
3480 Main Highway, Suite 204 Miami, FL 33133 | |
| Item 2. | ||
| (a) | Name of person filing:
Pertento Partners LLP
Pertento Advisors LLC
Eduardo Marques | |
| (b) | Address or principal business office or, if none, residence:
Pertento Partners LLP
67 Grosvenor Street
London W1K 3JN
United Kingdom
Pertento Advisors LLC
67 Grosvenor Street
London W1K 3JN
United Kingdom
Eduardo Marques
67 Grosvenor Street
London W1K 3JN
United Kingdom | |
| (c) | Citizenship:
Pertento Partners LLP -United Kingdom
Pertento Advisors LLC - Delaware
Eduardo Marques -Brazil | |
| (d) | Title of class of securities:
Ordinary Shares, par value of NIS 0.00001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Pertento Partners LLP - 13,164,696
Pertento Advisors LLC - 13,164,696
Eduardo Marques - 13,164,696 | |
| (b) | Percent of class:
Pertento Partners LLP - 5.2%
Pertento Advisors LLC - 5.2%
Eduardo Marques - 5.2% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Pertento Partners LLP - 0
Pertento Advisors LLC - 0
Eduardo Marques - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Pertento Partners LLP - 13,164,696
Pertento Advisors LLC - 13,164,696
Eduardo Marques - 13,164,696 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Pertento Partners LLP - 0
Pertento Advisors LLC - 0
Eduardo Marques - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Pertento Partners LLP - 13,164,696
Pertento Advisors LLC - 13,164,696
Eduardo Marques - 13,164,696 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Pertento Partners LLP and Pertento Advisors LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Ordinary Shares, par value of NIS 0.00001 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G dated October 9, 2026 relating to the Ordinary Shares, par value of NIS 0.00001 per share, of Cellebrite DI Ltd. shall be filed on behalf of the undersigned.
| PERTENTO PARTNERS LLP | ||
| By: | /s/ Eduardo Marques | |
| Name: Eduardo Marques | ||
| Title: Managing Partner | ||
| PERTENTO ADVISORS LLC | ||
| By: | /s/ Eduardo Marques | |
| Name: Eduardo Marques | ||
| Title: Authorized Person | ||
| EDUARDO MARQUES | ||
| By: | /s/ Eduardo Marques | |