As filed with the Securities and Exchange Commission on May 14, 2021

Registration No. 333-255121

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KING PUBCO, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-39647		86-3078783
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

875 Third Avenue New York, New York 10022

(212) 891-2100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Nicholas P. Robinson

Chief Executive Officer

875 Third Avenue New York, New York 10022

(212) 891-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Neil Whoriskey, Esq. Scott Golenbock, Esq. Iliana Ongun, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 (212) 530-5000		Joshua Kogan, P.C. Joshua Korff, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

 

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

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

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Security		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.0001 per share(2) (3)		67,814,463		$9.96(6)		$675,432,051.48(6)		$73,689.64
Warrants(4)		8,911,745		$1.03(7)		$9,179,097.35(7)		$1,001.44
Common stock, par value $0.0001 per share(2)(7)		8,911,745		$11.50(9)		$102,485,067.50		$11,181.12
Total						$787,096,216.33		$85,872.20(10)

(1)

All securities being registered will be issued by King Pubco, Inc. (“Pubco”), a Delaware corporation, after giving effect to the Pubco Merger and the Transactions (as defined in this Proxy Statement/Prospectus), pursuant to which, as described further, the continuing entity following the business combination, which will be renamed KORE Group Holdings, Inc. Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (“Sponsor”) and affiliate of Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“CTAC”), formed Pubco and Pubco formed King LLC Merger Sub, LLC, a Delaware limited liability company (“LLC Merger Sub”) and direct, wholly owned subsidiary of Pubco. Sponsor formed King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of Sponsor. On the day immediately prior to the Closing Date (as defined in this Proxy Statement/Prospectus) and as more fully described in this Proxy Statement/Prospectus, including pursuant to the plan of merger in substantially the form of Annex I to this Proxy Statement/Prospectus (the “Pubco Plan of Merger”), CTAC will merge with and into LLC Merger Sub (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger (as a result of which (i) each class A ordinary share of CTAC, par value $0.0001 (“CTAC Class A ordinary shares”) outstanding immediately prior to the Pubco Merger shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive a share of common stock (“Pubco Common Stock”) of Pubco on identical terms, (ii) each class B ordinary share of CTAC, par value $0.0001 (“CTAC Class B ordinary share”) outstanding immediately prior to the Pubco Merger shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive a share of Pubco Common Stock, and (iii) each full outstanding warrant (“CTAC warrant”) to purchase CTAC Class A ordinary shares outstanding immediately prior to the Pubco Merger will become a warrant of Pubco (“Pubco warrant”) exercisable for shares of Pubco Common Stock on identical terms.

(2)	Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The number of shares of Pubco Common Stock being registered represents the sum of (a) 67,814,463 shares of Pubco Common Stock to be issued upon consummation of the Pubco Merger in exchange for outstanding CTAC Class A ordinary shares (including private placement shares) and CTAC Class B ordinary shares and (b) 34,600,000 shares of Pubco Common Stock to be issued upon Closing to holders of shares of common stock, Series C preferred stock and warrants of KORE as well as in respect of the Option Share Consideration, as described herein.

(4)

The number of warrants being registered includes (i) 8,638,966 warrants to acquire CTAC Class A ordinary shares that were sold as part of the units in CTAC’s initial public offering and (ii) 272,779 warrants to acquire CTAC Class A ordinary shares that were originally sold to the Sponsor in a private placement. All such CTAC warrants will automatically convert into Pubco warrants to acquire shares of Pubco Common Stock in connection with the business combination described in the proxy statement/prospectus forming part of this registration statement.

(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of CTAC Class A ordinary shares, on the New York Stock Exchange on April 5, 2021 ($9.96 per share of CTAC’s Class A ordinary shares) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(6)

Estimated solely for the purpose of calculating the registration fee, in the case of the based on the average of the high and low prices of the CTAC Class A ordinary shares on the New York Stock Exchange on April 2, 2021 ($9.96 per share), in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(7)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the CTAC warrants on the New York Stock Exchange on April 5, 2021 ($1.03 per warrant), in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(8)	Reflects the shares of Pubco Common Stock that may be issued upon exercise of the Pubco warrants.

(9)	Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the Pubco warrants.

(10)	The filing fee has been previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION, DATED MAY 14, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

CERBERUS TELECOM ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

67,814,463 SHARES OF COMMON STOCK

8,911,745 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND

8,911,745 SHARES OF COMMON STOCK UNDERLYING WARRANTS

OF KING PUBCO, INC. WHICH WILL BE RENAMED “KORE GROUP HOLDINGS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

 

 

The board of directors of Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“CTAC”, “we” or “our”), has unanimously approved the merger of CTAC with Maple Holdings Inc., a Delaware corporation (“KORE”) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of March 12, 2021 (the “Merger Agreement”), by and among CTAC, King Pubco, Inc. (“Pubco”), Corp Merger Sub, Inc. (“Corp Merger Sub”), LLC Merger Sub, LLC (“LLC Merger Sub”), and KORE, as more fully described in this proxy statement/prospectus. Upon consummation of the proposed merger and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”), Pubco will be listed on the New York Stock Exchange (“NYSE”) and change its name to “KORE Group Holdings, Inc.”

As a result of the proposed merger, all shares of common stock, preferred stock, warrants and options of KORE, in each case, outstanding immediately prior to the effective time of the first step contemplated by the proposed merger, will be cancelled in exchange for the right to receive a portion of the “Closing Cash Consideration” and/or the “Closing Share Consideration”, each as more fully described in this proxy statement/prospectus. The maximum aggregate Closing Cash Consideration shall be equal to $267,142,251, assuming the Closing occurs prior to September 12, 2021, which is the termination date of the Merger Agreement, and the maximum Closing Share Consideration shall be equal to 34,600,000 shares of common stock of Pubco.

In connection with the proposed merger, each Class A ordinary share of CTAC, Class B ordinary share of CTAC and warrant of CTAC outstanding immediately prior to the proposed merger shall automatically convert to securities of Pubco on a one-to-one basis. As a result, an aggregate of 33,214,463 shares of common stock and 8,911,745 warrants of Pubco will be issued to holders of CTAC securities.

CTAC has also entered into subscription agreements (containing commitments to funding that are subject to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to buy from Pubco 22,500,000 shares of common stock of Pubco at a purchase price of $10.00 per share for an aggregate cash purchase price of $225,000,000.

The Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, CTAC having at least $5,000,001 of net tangible assets remaining after giving effect to all public shareholders that properly and timely demand redemption of their shares for cash. Additionally, the obligations of the parties to consummate the Transactions are conditioned upon, among other things, the (i) Available Closing CTAC Cash plus (ii) cash freely available in KORE’s and its subsidiaries’ bank accounts, being least $345,000,000.

CTAC’s units, Class A ordinary shares, and public warrants are currently listed on the NYSE under the symbol “CTAC.U” “CTAC” and “CTAC WS,” respectively. Pubco intends to apply for listing, effective at the time of the Closing, of Pubco Common Stock and Pubco warrants on the NYSE under the symbol “KORE” and “KORE WS,” respectively. Pubco will not have units traded following the Closing.

This proxy statement/prospectus provides shareholders of CTAC with detailed information about the proposed business combination and other matters to be considered at the special meeting of CTAC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 63 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                 , 2021, and is first being mailed to CTAC’s shareholders on or about                 , 2021.

CERBERUS TELECOM ACQUISITION CORP.

875 Third Avenue

New York, NY 10022

Dear Cerberus Telecom Acquisition Corp. Shareholders,

On behalf of the Cerberus Telecom Acquisition Corp. board of directors (the “CTAC Board”), we cordially invite you to an extraordinary general meeting (the “special meeting”) of members of Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“CTAC”, “we” or “our”), to be held at                  and via live webcast at                 Eastern Time, on                 , 2021, at                  or such other date and at such other place to which the meeting may be adjourned. The special meeting can be accessed by visiting                , where you will be able to listen to the meeting live and vote during the meeting.

On March 12, 2021, CTAC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among CTAC, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), an affiliate of CTAC, King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct wholly owned subsidiary of Pubco, and Maple Holdings Inc. (“KORE”), a Delaware corporation, a copy of which is attached to the accompanying proxy statement as Annex A, which, among other things, provides for (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the merger of CTAC with and into LLC Merger Sub (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger (as defined below), the contribution by Sponsor of 100% of its equity interests in Corp Merger Sub to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, the merger of Corp Merger Sub with and into KORE (the “First Merger”), with KORE being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of KORE with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. Upon consummation of the Transactions, Pubco will change its name to “KORE Group Holdings, Inc.”

As a result of the Pubco Merger, among other things, (i) each CTAC Class A ordinary share outstanding immediately prior to the Pubco Merger shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive a share of common stock of Pubco, at $10.00 per share, par value of $0.0001 per share (“Pubco Common Stock”) on identical terms, (ii) each CTAC Class B ordinary share outstanding immediately prior to the Pubco Merger shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive a share of Pubco Common Stock, and (iii) each outstanding CTAC warrant outstanding immediately prior to the Pubco Merger will become a Pubco warrant exercisable for shares of Pubco Common Stock on identical terms.

As a result of the First Merger, among other things, all shares of common stock, preferred stock, warrants and options of KORE, in each case outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive a portion of the “Closing Cash Consideration” and/or the “Closing Share Consideration.” The “Closing Cash Consideration” shall be comprised of (i) the aggregate amount of cash payable in respect of KORE’s Series A, Series A-1 and Series B preferred stock pursuant to the governing documents of KORE (which amount shall be determined as of the Closing Date and shall not exceed $268,345,812, assuming the Closing occurs prior to September 12, 2021, which is the termination date of the Merger Agreement), (ii) $4,075,000 payable to certain holders of KORE’s stock options and (iii) $1,050,000 payable to certain employees of KORE pursuant to the KORE Wireless Long-Term Cash Incentive Plan (the “First LTIP Payment”). The “Closing Share Consideration” shall be comprised of $346,000,000 in shares of common stock of Pubco, at $10.00 per share, par value $0.0001 per share (“Pubco Common Stock”), with

432,500 of such shares of Pubco Common Stock being payable to certain holders of KORE’s stock options (the “Option Share Consideration”), and the balance being payable to holders of KORE’s common stock, Series C preferred stock and warrants. However, in no event shall the consideration payable by Pubco under the Merger Agreement in connection with the Transactions in respect of all outstanding shares of KORE’s common stock, preferred stock, warrants, options and the First LTIP Payment exceed (x) an amount in cash equal to the Closing Cash Consideration and (y) a number of shares of Pubco Common Stock equal to the Closing Share Consideration (which, for the avoidance of doubt, includes the Option Share Consideration) (the “Maximum Consideration”).

At the special meeting, CTAC shareholders will be asked to consider and vote upon:

 

(1)

Proposal No. 1—To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the Transactions and the related agreements described in this proxy statement/prospectus—we refer to this proposal as the “business combination proposal”;

 

(2)

Proposal No. 2—To consider and vote upon, as a special resolution, a proposal to approve the plan of merger in substantially the form of Annex I to the accompanying proxy statement/prospectus and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco —we refer to this proposal as the “Cayman merger proposal”;

 

(3)

Proposal No. 3(A) – (D)—To consider and vote, on a non-binding basis, on proposals with respect to material differences between KORE’s amended and restated certificate of incorporation and amended and restated bylaws and Pubco’s amended and restated certificate of incorporation and amended and restated bylaws that will be the certificate of incorporation and bylaws of Pubco following the Transactions—we refer to these proposals, collectively, as the “advisory organizational documents proposals.” Copies of the forms of Pubco’s amended and restated certificate of incorporation and amended and restated bylaws are attached to the accompany proxy statement/prospectus as Annex B and Annex C, respectively. The advisory organizational documents proposals are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as 4 sub-proposals:

 

•

Proposal No. 3(A): to provide that Pubco’s board of directors will be a classified board of directors with staggered, three-year terms (“Advisory Organizational Document Proposal A”);

 

•

Proposal No. 3(B): to eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent (“Advisory Organizational Document Proposal B”);

 

•

Proposal No. 3(C): to increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”); and

 

•

Proposal No. 3(D): to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims (“Advisory Organizational Documents Proposal D”);

 

(4)	Proposal No. 4—To consider and vote on a proposal to approve the Pubco 2021 Incentive Award Plan (the “Incentive Plan”)—we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex G;

 

(5)

Proposal No. 5—To consider and vote upon a proposal in accordance with the applicable provisions of Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below)—we refer to this proposal as the “NYSE proposal”; and

 

(6)	Proposal No. 6—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient

votes for, or otherwise in connection with, the approval of the business combination proposal or the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal—we refer to this proposal as the “adjournment proposal.”

Each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal is cross conditioned on the approval of each other. None of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal is conditioned upon the approval of the advisory organizational documents proposals or the adjournment proposal.

Each of these proposals is more fully described in the attached proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of CTAC’s ordinary shares at the close of business on                 , 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the CTAC Board has determined that the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and the adjournment proposal are advisable and in the best interests of CTAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the Cayman merger proposal, “FOR” the advisory organizational documents proposals, “FOR” the incentive plan proposal, “FOR” the NYSE proposal and “FOR” the adjournment proposal, if presented. When you consider the CTAC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of CTAC shareholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The CTAC Board was aware of these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the CTAC shareholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal. If any of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal are not approved, we will not consummate the Transactions.

In connection with the Merger Agreement, the Sponsor, CTAC, Pubco and KORE have entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor has agreed to: (i) vote or cause its shares to vote in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus, (ii) subject to certain exceptions, not transfer, sell, pledge, encumber, assign, grant an option with respect to, hedge, swap, convert or otherwise dispose of their private placement units, CTAC Class A ordinary shares, CTAC Class B ordinary shares and CTAC warrants (including the CTAC Class A ordinary shares issuable upon exercise thereof) held by Sponsor until the earlier of the Closing or the valid termination of the Merger Agreement, (iii) not, directly or indirectly, solicit, initiate, continue or engage in alternative business combination proposals and (iv) waive applicable anti-dilution protections in CTAC’s amended and restated memorandum and articles of association with respect to the conversion of the CTAC Class B ordinary shares held by the Sponsor upon the consummation of the Transactions.

To raise additional proceeds to fund the Transactions, CTAC entered into subscription agreements (containing commitments to funding that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase an aggregate of 22,500,000 shares of Pubco Common Stock, which we refer to as the “PIPE Investment” for a price of $10.00 per share for an aggregate commitment of $225,000,000.

All CTAC shareholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the

special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

CTAC’s units, Class A ordinary shares and public warrants are currently listed on the NYSE under the symbols “CTAC.U,” “CTAC” and “CTAC WS,” respectively.

Pursuant to CTAC’s current amended and restated memorandum and articles of association, its public shareholders may demand that CTAC redeem their public shares for cash if the business combination is consummated. Public shareholders will be entitled to receive cash for these shares only if they demand that CTAC redeem their public shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their shares to CTAC’s transfer agent no later than two business days prior to the vote at the special meeting. If the business combination is not completed, these public shares will not be redeemed. If a public shareholder properly and timely demands redemption, Pubco will redeem each public share held by such shareholder for a pro rata portion of the trust account holding the proceeds from the CTAC IPO, calculated as of two business days prior to the Closing. The redemption will take place following the Pubco Merger and, accordingly, it is shares of Pubco Common Stock that will be redeemed.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of CTAC’s shareholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 62.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

 

            , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CTAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CTAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER PHYSICALLY DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF CTAC SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to CTAC shareholders on or about                 , 2021.

CERBERUS TELECOM ACQUISITION CORP.

875 Third Avenue

New York, NY 10022

NOTICE OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON                 , 2021

TO THE SHAREHOLDERS OF CERBERUS TELECOM ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“CTAC,” “we” or “our”), will be held at                  and via live webcast at                 Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting.

On behalf of CTAC’s board of directors (the “CTAC Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

 

(1)

Proposal No. 1—To consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated as of March 12, 2021 (the “Merger Agreement”), by and among CTAC, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), a Delaware limited liability company and an affiliate of CTAC, King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (“KORE”), a Delaware corporation, a copy of which is attached to the accompanying proxy statement as Annex A, which, among other things, provides for (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the merger of CTAC with and into LLC Merger Sub, a subsidiary of Pubco (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger (as defined below), the contribution by Sponsor of 100% of its equity interests in Corp Merger Sub to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, the merger of Corp Merger Sub with and into KORE (the “First Merger”), with KORE being the surviving corporation of the First Merger, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of KORE with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements (as defined below), the “Transactions” and the closing of the Transactions, the “Closing”), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub; and (b) approving the Transactions and the related agreements described in this proxy statement/prospectus—we refer to this proposal as the “business combination proposal”; and

 

(2)

Proposal No. 2 — To consider and vote upon, as a special resolution, a proposal to approve the Pubco Plan of Merger and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco—we refer to this proposal as the “Cayman merger proposal”; and

 

(3)

Proposal No. 3—To consider and vote, on a non-binding basis, on proposals with respect to material differences between KORE’s amended and restated certificate of incorporation and amended and restated bylaws and Pubco’s amended and restated certificate of incorporation and amended and restated bylaws that will be the certificate of incorporation and bylaws of Pubco following the Transactions—we refer to this proposal as the “advisory organizational documents proposals.” Copies of the forms of Pubco’s amended and restated certificate of incorporation and amended and restated bylaws are attached to the accompany proxy statement/prospectus as Annex B and Annex C, respectively. The advisory organizational documents proposals are being presented separately in accordance with SEC guidance to give stockholders the

opportunity to present their separate views on important corporate governance provisions, as 4 sub-proposals:

 

•

Proposal No. 3(A): to provide that Pubco’s board of directors will be a classified board of directors with staggered, three-year terms (“Advisory Organizational Document Proposal A”);

 

•

Proposal No. 3(B): to eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent (“Advisory Organizational Document Proposal B”);

 

•

Proposal No. 3(C): to increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”); and

 

•

Proposal No. 3(D): to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims (“Advisory Organizational Documents Proposal D”);

 

(4)	Proposal No. 4—To consider and vote on a proposal to approve the Pubco 2021 Incentive Award Plan (the “Incentive Plan”)—we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex G;

 

(5)

Proposal No. 5—To consider and vote upon a proposal in accordance with the applicable provisions of Section 312.03 of the New York Stock Exchange Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below)—we refer to this proposal as the “NYSE proposal”; and

 

(6)

Proposal No. 6—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal—we refer to this proposal as the “adjournment proposal.”

Each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal is cross conditioned on the approval of each other. None of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal is conditioned upon the approval of the advisory organizational documents proposals or the adjournment proposal.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of CTAC’s ordinary shares at the close of business on                 , 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the CTAC Board has determined that the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and the adjournment proposal are advisable and in the best interests of CTAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the Cayman merger proposal, “FOR” the advisory organizational documents proposals, “FOR” the incentive plan proposal, “FOR” the NYSE proposal and “FOR” the adjournment proposal, if presented. When you consider the CTAC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of CTAC shareholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The CTAC Board was aware of these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the CTAC shareholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal. If any of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal are not approved, we will not consummate the Transactions.

In connection with the Merger Agreement, the Sponsor, CTAC, Pubco and KORE have entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor has agreed to: (i) vote or cause their shares to vote in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus, (ii) subject to certain exceptions, not transfer, sell, pledge, encumber, assign, grant an option with respect to, hedge, swap, convert or otherwise dispose of their private placement units, CTAC Class A ordinary shares, CTAC Class B ordinary shares and warrants (including the CTAC Class A ordinary shares issuable upon exercise thereof) held by the Sponsor until the earlier of the Closing or the valid termination of the Merger Agreement, (iii) not, directly or indirectly, solicit, initiate, continue or engage in alternative business combination proposals and (iv) waive applicable anti-dilution protections in CTAC’s amended and restated memorandum and articles of association with respect to the conversion of the CTAC Class B ordinary shares held by the Sponsor upon the consummation of the Transactions.

To raise additional proceeds to fund the Transactions, CTAC has entered into subscription agreements (containing commitments to funding that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase an aggregate of 22,500,000 shares of Pubco Common Stock, which we refer to as the “PIPE Investment,” for a price of $10.00 per share for an aggregate commitment of $225,000,000.

Pursuant to CTAC’s current amended and restated memorandum and articles of association, a public shareholder may demand that CTAC redeem such shares for cash if the business combination is consummated. Public shareholders will be entitled to receive cash for these shares only if they demand that CTAC redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their shares to CTAC’s transfer agent no later than two business days prior to the vote at the special meeting. If the business combination is not completed, these shares will not be redeemed. If a public shareholder properly and timely demands redemption, Pubco will redeem each public share held by such shareholder for a full pro rata portion of the trust account holding the proceeds from the CTAC IPO, calculated as of two business days prior to the Closing. The redemption will take place following the Pubco Merger and, accordingly, it is shares of Pubco Common Stock that will be redeemed.

All CTAC shareholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

            , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CTAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CTAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER PHYSICALLY DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF CTAC SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

 

		Page
Market, Industry and Other Data			iii
Trademarks			iii
Frequently Used Terms			1
Summary of the Material Terms of the Transactions			6
Questions and Answers About the Proposals			9
Summary of the Proxy Statement/Prospectus			23
CTAC’s Summary Historical Financial Information			51
KORE’s Summary Historical Financial Information			53
Summary Unaudited Pro Forma Combined Financial Information			57
Comparative Per Share Data			59
Cautionary Note Regarding Forward-Looking Statements			60
Risk Factors			63
Extraordinary General Meeting of CTAC Shareholders			109
Proposal No. 1—The Business Combination Proposal			114
Proposal No. 2—The Cayman Merger Proposal			173
Proposal No. 3—The Advisory Organizational Documents Proposals			176
Proposal No. 4—The Incentive Plan Proposal			180
Proposal No. 5—The NYSE Proposal			185
Proposal No. 6—The Adjournment Proposal			186
U.S. Federal Income Tax Considerations			187
Other Information Related to CTAC			202
CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			210
Information About KORE			215
KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			228
Management of Pubco Following the Business Combination			244
Executive Compensation			249
Unaudited Pro Forma Combined Financial Information			256
Description of Securities			268
Description of Certain Indebtedness			282
Market Price and Dividend Information			285
Beneficial Ownership of Securities			286
Certain Relationships and Related Person Transactions			289

 

i

		Page
Securities Act Restrictions on Resale of Securities			293
Dissenters’ Rights			295
Submission of Shareholder Proposals			295
Future Shareholder and Stockholder Proposals			295
Legal Matters			296
Experts			296
Other Shareholder Communications			296
Delivery of Documents to Shareholders			296
Where You Can Find More Information			297
Index to Financial Statements			F-1

Annexes

Annex A—Merger Agreement

Annex B—Form of Amended and Restated Certificate of Incorporation of Pubco

Annex C—Form of Amended and Restated Bylaws of Pubco

Annex D—Form of Investor Rights Agreement

Annex E—Company Holders Support Agreement

Annex F—Form of the PIPE Subscription Agreement

Annex G—Form of Pubco 2021 Incentive Award Plan

Annex H—Sponsor Support Agreement

Annex I—Pubco Plan of Merger

 

ii

MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus includes estimates regarding market and industry data and forecasts and projections, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market participants (such as Cisco and Ericson) and research firms (such as GSMA) and other independent sources, as well as our own estimates, forecasts and projections based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS

This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

 

iii

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Action” are to any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) or arbitration;

“Allocation Schedule” refers to such term as used in the Merger Agreement;

“amended and restated certificate of incorporation” are to the proposed amended and restated certificate of incorporation of Pubco in the form attached hereto as Annex B;

“amended and restated memorandum and articles of association” are to CTAC’s amended and restated memorandum and articles of association adopted on October 21, 2020;

“Available Closing CTAC Cash” are to an amount equal to (i) all amounts in the trust account (after reduction for the aggregate amount of payments required to be made in connection with the CTAC Shareholder Redemption), plus (ii) the aggregate amount of cash that has been funded to and remains with CTAC pursuant to the Subscription Agreements as of immediately prior to the Closing;

“business combination” are to the Pubco Merger, First Merger and Second Merger;

“CaaS” are to Connectivity-as-a-Service;

“CEaaS” are to Connectivity Enablement-as-a-Service;

“Closing” are to the consummation of the Transactions;

“Closing Cash Consideration” are to the aggregate amount of cash payable in respect of (i) KORE Class A, A-1 and B Preferred Stock in accordance with KORE’s governing documents, (ii) the Option Cash Consideration pursuant to the Merger Agreement, and (iii) the First LTIP Payment, in each case, as set forth on the KORE Closing Statement to be delivered by KORE to CTAC prior to Closing;

“Closing Date” are to the date on which the Mergers are consummated;

“Closing Merger Consideration” are to the Closing Cash Consideration plus the Closing Share Consideration;

“Closing Share Consideration” are to the number of shares (rounded to the nearest whole share) of Pubco Common Stock determined by dividing (a) an equity value equal to $346,000,000, by (b) $10.00;

“Code” are to the Internal Revenue Code of 1986, as amended;

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

“completion window” are to the period following the completion of the CTAC IPO at the end of which, if CTAC has not completed an initial business combination, it will redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

 

1

“Corp Merger Sub” are to King Corp Merger Sub, Inc.;

“COVID-19” are to SARS-CoV-2 or COVID-19, any evolution or variations existing as of or following the date of the Merger Agreement, or any epidemics, pandemics or disease outbreaks;

“COVID-19 Measures” are to any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, government order, action, directive, pronouncement, guidelines or recommendations by any governmental authority (including the Centers for Disease Control and Prevention and the World Health Organization) in connection with, related to or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act and the Families First Coronavirus Response Act, or any changes thereto;

“CTAC Class A ordinary shares” are to CTAC’s Class A ordinary shares, par value $0.0001 per share;

“CTAC Class B ordinary shares” are to CTAC’s Class B ordinary shares, par value $0.0001 per share;

“CTAC IPO” are to the initial public offering of CTAC which closed on October 26, 2020;

“CTAC ordinary shares” are to CTAC Class A ordinary shares and CTAC Class B ordinary shares;

“CTAC Parties” are to CTAC, Pubco, Corp Merger Sub and LLC Merger Sub;

“CTAC warrants” are to the private placement warrants and the public warrants (each, as defined below);

“DGCL” are to the Delaware General Corporation Law, as amended;

“eSIM” are to embedded subscriber identity module;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Agent Agreement” are to a paying and exchange agent agreement, in form and substance reasonably acceptable to CTAC and KORE;

“First Effective Time” are to the effective time of the First Merger;

“First LTIP Payment” means an amount not to exceed $1,050,000;

“First Merger” are to the merger of Corp Merger Sub with and into KORE;

“founder shares” are to CTAC Class B ordinary shares and shares of Pubco Common Stock to be issued upon the automatic conversion thereof at the time of CTAC’s initial business combination;

“GAAP” are to generally accepted accounting principles in the United States;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” are to the Pubco 2021 Incentive Award Plan, in the form attached hereto as Annex G;

“Investor Rights Agreement” are to that certain Investor Rights Agreement, to be entered into at Closing by and among Pubco, Sponsor and certain former stockholders of KORE, in the form attached hereto as Annex D;

“IoT” are to Internet of Things;

 

2

“KORE” are to Maple Holdings Inc., a Delaware corporation;

“KORE common stock” are to the shares of common stock, par value $0.01 per share, of KORE;

“KORE Credit Agreement” are to the credit agreement dated as of December 21, 2018 among KORE Wireless, Maple Intermediate Holdings Inc., UBS AG, Stamford Branch, the lenders party thereto, and the other loan parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date of the Merger Agreement;

“KORE Incentive Plan” are to that certain Maple Holdings Inc. 2014 Equity Incentive Plan, as amended;

“KORE Option” are to an option to acquire shares of KORE common stock granted under the KORE Incentive Plan;

“KORE Stockholders Agreement” are to the Second Amended and Restated Stockholders Agreement of KORE, dated as of November 19, 2019, by and among KORE and the KORE stockholders party thereto.

“KORE warrants” are to the warrants issued by KORE to purchase KORE common stock;

“KORE Wireless” are to Kore Wireless Group Inc., a Delaware corporation and wholly owned subsidiary of KORE;

“LLC Merger Sub” are to King LLC Merger Sub, LLC;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 12, 2021, by and among CTAC, Pubco, Corp Merger Sub, LLC Merger Sub and KORE;

“Mergers” are to the First Merger and Second Merger, collectively;

“New Pubco Bylaws” are to the new bylaws of Pubco, to become effective immediately prior to the closing of the PIPE Investment, in the form attached hereto as Annex C;

“Option Cancellation Agreement” are to those option cancellation agreements entered into between KORE and holders of KORE Options;

“Option Cash Consideration” are to $4,075,000;

“Option Consideration” are to the aggregate amount of cash and stock payable in respect of the Option Cash Consideration and Option Share Consideration;

“Option Share Consideration” are to a portion of the Closing Share Consideration equal to the number of shares (rounded to the nearest whole share) of Pubco Common Stock determined by dividing (a) $4,325,000, by (b) $10.00;

“PIPE Investment” are to the private placement pursuant to which CTAC entered into subscription agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby such investors have agreed to purchase an aggregate of 22,500,000 shares of Pubco Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $225,000,000;

“PIPE Investors” are to the investors participating in the PIPE Investment;

“private placement shares” are to CTAC Class A ordinary shares sold as part of the private placement units;

 

3

“private placement units” are to CTAC’s units issued to Sponsor in a private placement simultaneously with the closing of the CTAC IPO and upon conversion of working capital loans, if any;

“private placement warrants” are to CTAC’s warrants sold as part of the private placement units or as a part of private placement units that are issued upon conversion of working capital loans; if any;

“Pubco Common Stock” are to the shares of common stock of Pubco, par value $0.0001 per share;

“Pubco Plan of Merger” are to the plan of merger in substantially the form of Annex I, entered into between CTAC and LLC Merger Sub under Cayman Islands law in respect of the Pubco Merger;

“public shares” are to CTAC Class A ordinary shares sold as part of the units in the CTAC IPO (whether they were purchased in the CTAC IPO or thereafter in the open market);

“public shareholders” are to the holders of public shares, including the Sponsor and CTAC’s officers and directors to the extent the Sponsor and CTAC’s officers or directors purchase public shares, provided that each of their status as a “public shareholder” shall only exist with respect to such public shares;

“public warrants” are to CTAC warrants sold as part of the units in the CTAC IPO (whether they were purchased in the CTAC IPO or thereafter in the open market);

“SaaS” are to software-as-a-service.

“SEC” are to the United States Securities and Exchange Commission;

“Second Merger” are to the merger of KORE with and into LLC Merger Sub;

“Shareholder Representative” are to Rob MacInnis, or such other person or entity who is identified as the replacement Shareholder Representative by the then existing Shareholder Representative giving prior written notice to Pubco;

“Sponsor” are to Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company;

“Sponsor Support Agreement” are to that certain Transaction Support Agreement, dated as of March 12, 2021, by and among CTAC, the Sponsor and KORE, attached hereto as Annex H;

“Subscription Agreements” are to the subscription agreements entered into by and between CTAC and the PIPE Investors, in each case, dated as of March 12, 2021 in connection with the PIPE Investment, in the form attached hereto as Annex F;

“Transaction Agreements” are to the Merger Agreement, the Investor Rights Agreement, the Company Holders Support Agreement, the Sponsor Support Agreement, the Subscription Agreements, the Exchange Agent Agreement, each Letter of Transmittal, the amended and restated certificate of incorporation of Pubco, the New Pubco Bylaws, and all the other agreements, documents, instruments and certificates entered into in connection herewith and/or therewith and any and all exhibits and schedules thereto;

“Transactions” are to, collectively, the business combination and the other transactions contemplated by the Merger Agreement and the other Transaction Agreements;

“Treasury Regulations” are to the regulations promulgated under the Code;

“trust account” are to the trust account of CTAC that holds the proceeds from the CTAC IPO;

 

4

“Trust Agreement” are to the Investment Management Trust Agreement, effective as of October 26, 2020, by and between CTAC and Continental Stock Transfer & Trust Company, as trustee; and

“Warrant Agreement” are to that certain Warrant Agreement, dated as of October 26, 2020, by and between CTAC and Continental Stock Transfer & Trust Company.

 

5

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

 

•

Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company, which we refer to as “CTAC,” “we,” “us,” or “our,” is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

 

•

On September 10, 2020, Sponsor paid $25,000, or approximately $0.002 per share, to cover certain expenses on CTAC’s behalf in consideration of 11,500,000 CTAC Class B ordinary shares, par value $0.0001. In October 2020, Sponsor surrendered 4,312,500 of CTAC Class B ordinary shares, which decreased the number of outstanding founder shares from 11,500,000 to 7,187,500 and on December 7, 2020, as a result of the remaining over-allotment option expiring unexercised, 708,275 CTAC Class B ordinary shares were forfeited resulting in 6,479,225 CTAC Class B ordinary shares issued and outstanding.

 

•

On October 26, 2020, CTAC consummated the CTAC IPO of 25,000,000 units, generating gross proceeds of $250 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions. On November 10, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 916,900 units, generating gross proceeds of approximately $9.2 million, and incurred additional offering costs of approximately $0.5 million in underwriting fees (inclusive of approximately $0.3 million in deferred underwriting fees).

 

•

Simultaneously with the closing of the CTAC IPO, CTAC consummated the private placement of 800,000 private placement units at a price of $10.00 per private placement unit, generating total gross proceeds of $8,000,000. On November 10, 2020, simultaneously with the sale of the over-allotment units, CTAC consummated a private sale of an additional 18,338 private placement units to Sponsor, generating gross proceeds of $183,380.

 

•

Upon the closing of the CTAC IPO and the sale of the over-allotment units and private placement units, $259.2 million ($10.00 per unit) of the net proceeds of the CTAC IPO and certain of the proceeds of the sale of the private placement units were placed in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and were subsequently invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of: (i) the completion of an initial business combination and (ii) CTAC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

 

•

Maple Holdings Inc. (d/b/a “KORE”), a Delaware corporation, which we refer to as “KORE,” through its wholly owned subsidiary KORE Wireless Group Inc., a Delaware corporation, is a global leader in Internet of Things solutions and worldwide Connectivity-as-a-Service.

 

•

On March 12, 2021, CTAC entered into an Agreement and Plan of Merger with KORE, Pubco, Corp Merger Sub and LLC Merger Sub, which among other things, provides for (i) on the day immediately prior to the Closing Date, the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub

 

6

being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger, the contribution by Sponsor of 100% of its equity interests in Corp Merger Sub to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, the merger of Corp Merger Sub with and into KORE, with KORE being the surviving corporation of the First Merger; and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of KORE with and into LLC Merger Sub, with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub.

 

•

Subject to the terms of the Merger Agreement, the aggregate merger consideration payable to holders of KORE’s shares of common stock, preferred stock, warrants and options will be equal to: (a) the Closing Cash Consideration and (b) the Closing Share Consideration.

 

•

Pursuant to the PIPE Investment, the PIPE Investors have agreed to buy, 22,500,000 shares of Pubco Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $225,000,000.

 

•

It is anticipated that, upon the Closing: (i) existing stockholders of KORE will own approximately 38.3% of issued and outstanding Pubco Common Stock; (ii) CTAC’s public shareholders (other than the PIPE Investors) will own approximately 28.7% of issued and outstanding Pubco Common Stock; (iii) the PIPE Investors will own approximately 24.9% of issued and outstanding Pubco Common Stock; and (iv) the Sponsor (and its affiliates) will own approximately 8.1% of issued and outstanding Pubco Common Stock. These indicative levels of ownership interest: (i) exclude the impact of the exercise of Pubco or CTAC warrants, (ii) exclude the impact of the reservation of shares of Pubco Common Stock pursuant to the Incentive Plan and (ii) assume that no public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account. In addition, it is anticipated that, upon Closing: (i) shares of Pubco Common Stock will be reserved pursuant to the Incentive Plan; and (ii) 8,911,745 Pubco warrants will be issued and outstanding.

 

•

CTAC management and the CTAC Board considered various factors in determining whether to approve the Merger Agreement and the Transactions. For more information about the reasons that the CTAC Board considered in making its recommendation, please see the section entitled “Proposal No. 1—The Business Combination Proposal—CTAC’s Board of Directors’ Reasons for Approval of the Transactions.” When you consider the CTAC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of CTAC shareholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The CTAC Board was aware of these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the CTAC shareholders that they vote “FOR” the proposals presented at the special meeting.

 

•

At the special meeting, CTAC’s shareholders will be asked to consider and vote on the following proposals:

 

•

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the Transactions and the related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

•

a proposal to approve the Pubco Plan of Merger and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco. Please see the section entitled “Proposal No. 2—The Cayman Merger Proposal”; and

 

•

proposals to approve, on a non-binding basis, certain material differences between KORE’s amended and restated certificate of incorporation and amended and restated bylaws and Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws that will be the certificate of incorporation and bylaws of Pubco following the Transactions. Please see the section

 

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entitled “Proposal No. 3—the Advisory Organizational Documents Proposals.” The advisory organizational documents proposals are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as 4 sub-proposals:

 

•

Proposal No. 3(A): to provide that Pubco’s board of directors will be a classified board of directors with staggered, three-year terms (“Advisory Organizational Document Proposal A”);

 

•

Proposal No. 3(B): to eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent (“Advisory Organizational Document Proposal B”);

 

•

Proposal No. 3(C): to increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”); and

 

•

Proposal No. 3(D): to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims (“Advisory Organizational Documents Proposal D”);

 

•

a proposal to approve the Incentive Plan. Please see the section entitled “Proposal No. 4—the Incentive Plan Proposal”;

 

•

a proposal in accordance with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 5—The NYSE Proposal”; and

 

•

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal. Please see the section entitled “Proposal No. 6—The Adjournment Proposal.”

 

•

Pursuant to the Investor Rights Agreement, at and following the Closing, the board of directors of Pubco shall be comprised of ten (10) directors, which shall include (i) two directors designated by the Shareholder Representative (such directors and any of their successors designated pursuant to Section 2.2.3 of the Investor Rights Agreement, each, a “Pre-Closing Holder Director”), (ii) two directors designated by the Sponsor (such directors and any of their successors designated pursuant to Section 2.2.4 of the Investor Rights Agreement, each, a “Sponsor Director”), (iii) three independent directors designated by the Sponsor and two independent directors designated by the Shareholder Representative (such directors and any successors designated pursuant to Section 2.2.6 of the Investor Rights Agreement, each, an “Independent Director”) and (iv) the chief executive officer of Pubco. At the Closing, the foregoing directors are to be divided into three classes of directors, with each class serving for staggered three-year terms as follows:

 

(a)

the Class I directors shall include: 1 Sponsor Director, 1 Independent Director designated by Sponsor (selected for Class I by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class I by the Shareholder Representative);

 

(b)

the Class II directors shall include: 2 Independent Directors designated by Sponsor (selected for Class II by the Sponsor) and 1 Independent Director designated by the Shareholder Representative (selected for Class II by the Shareholder Representative); and

 

(c)

the Class III directors shall include: the CEO of Pubco, 1 Sponsor Director (selected for Class III by the Sponsor) and 2 Pre-Closing Holder Directors (selected for Class III by the Shareholder Representative).

 

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Each Class I director shall have a term that expires immediately following Pubco’s annual meeting of stockholders in 2021 at which directors are elected, each Class II director shall have a term that expires immediately following Pubco’s annual meeting of stockholders in 2022 at which directors are elected and each Class III director shall have a term that expires immediately following Pubco’s annual meeting of stockholders in 2023 at which directors are elected, or until their earlier resignation, removal or death. Thereafter, each director’s term shall expire three years after its commencement, or until their earlier resignation, removal or death. The director nomination provisions set forth in the Investor Rights Agreement and the classified board structure shall terminate automatically on the seventh anniversary of the Closing.

The chairperson of the board of directors of Pubco shall be selected by a majority of the board of directors of Pubco. If the majority of Pubco’s board of directors selects the CEO to serve as the chairperson of the board of director of Pubco, and one or more Sponsor Directors has been elected to the board of directors of Pubco, the Sponsor Directors shall select the lead director of the board of directors of Pubco. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Governance of Pubco Post-Closing” and “Management of Pubco Following the Business Combination” for additional information.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to CTAC shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

 

Q.	Why am I receiving this proxy statement/prospectus?

 

A.

CTAC and KORE have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and CTAC encourages its shareholders to read it in its entirety. CTAC’s shareholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the Transactions, which, among other things, include provisions for (a) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), CTAC to be merged with and into LLC Merger Sub, with LLC Merger Sub being the surviving entity in the Pubco Merger and Pubco as parent of the surviving entity, (b) on the Closing Date and immediately prior to the First Merger, Sponsor to contribute 100% of its equity interests in Corp Merger Sub to Pubco, as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (c) following the Corp Merger Sub Contribution, Corp Merger Sub to be merged with and into KORE, with KORE being the surviving corporation of the First Merger and (d) immediately following the First Merger and as part of the same overall transaction as the First Merger, KORE to be merged with and into LLC Merger Sub, with LLC Merger Sub surviving as a wholly owned subsidiary of Pubco in the Second Merger. Immediately prior to the First Merger, it is anticipated that the PIPE Investment will be funded and shares of Pubco Common Stock will be issued to PIPE Investors. Please see the section entitled “Proposal No. 1—The Business Combination Proposal.”

CTAC’s shareholders are being asked to consider and vote upon a separate proposal, as a special resolution as required under Cayman Islands law, to approve the Pubco Plan of Merger and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco. Please see the section entitled “Proposal No. 2—The Cayman merger proposal”

This proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

 

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Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q.	When and where is the Special Meeting?

 

A.	The special meeting will be held at        and via live webcast on             , 2021 at            Eastern Time at            . The special meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting.

 

Q.	What are the proposals on which I am being asked to vote at the special meeting?

 

A.	The shareholders of CTAC will be asked to consider and vote on the following proposals at the special meeting:

 

1.

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the Transactions and the related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

2.

a proposal to approve the Pubco Plan of Merger and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco. Please see the section entitled “Proposal No. 2—The Cayman Merger Proposal”; and

 

3.

proposals to approve, on a non-binding basis, certain material differences between KORE’s amended and restated certificate of incorporation and amended and restated bylaws and Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws that will be the certificate of incorporation and bylaws of Pubco following the Transactions. Please see the section entitled “Proposal No. 3—the Advisory Organizational Documents Proposals.” The advisory organizational documents proposals are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as 4 sub-proposals:

 

•

Proposal No. 3(A): to provide that Pubco’s board of directors will be a classified board of directors with staggered, three-year terms;

 

•

Proposal No. 3(B): to eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent;

 

•

Proposal No. 3(C): to increase the required stockholder vote threshold to amend the bylaws of Pubco; and

 

•

Proposal No. 3(D): to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;

 

4.

a proposal to approve the Incentive Plan. Please see the section entitled “Proposal No. 4—The Incentive Plan Proposal”;

 

5.

a proposal in accordance with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 5—The NYSE Proposal”; and

 

6.

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal. Please see the section entitled “Proposal No. 6—The Adjournment Proposal.”

 

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Each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal is cross conditioned on the approval of each other. None of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal is conditioned upon the approval of the advisory organizational documents proposals or the adjournment proposal.

CTAC will hold the special meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Shareholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal. If any of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal are not approved, we will not consummate the Transactions.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q.	Why is CTAC proposing the business combination?

 

A.	CTAC was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On October 26, 2020, CTAC consummated the CTAC IPO of 25,000,000 units, generating gross proceeds of $250 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions. On November 10, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 916,900 units, generating gross proceeds of approximately $9.2 million, and incurred additional offering costs of approximately $0.5 million in underwriting fees (inclusive of approximately $0.3 million in deferred underwriting fees).

Simultaneously with the closing of the CTAC IPO, CTAC consummated the private placement of 800,000 private placement units at a price of $10.00 per private placement unit, generating total gross proceeds of $8,000,000. On November 10, 2020, simultaneously with the sale of the over-allotment units, CTAC consummated a private sale of an additional 18,338 private placement units to Sponsor, generating gross proceeds of $183,380.

Since the CTAC IPO, CTAC’s activity has been limited to the evaluation of business combination candidates.

KORE is a leading provider of mission critical IoT services and solutions. Since its founding in 2003, KORE has helped eliminate the time-consuming need to identify, evaluate, contract, and manage multiple network connectivity providers, equipment manufacturers, and professional services organizations for customers building out IoT solutions. KORE’s customer base includes market leading Fortune 500 enterprises and innovative solutions providers across high growth verticals such as connected health, industrial IoT, asset monitoring, fleet management and communication services.

The CTAC Board carefully considered the results of the due diligence review of KORE’s business, the industries in which KORE operates and KORE’s current prospects for growth, including the financial and other information provided by KORE in the course of their negotiations in connection with the Merger Agreement. CTAC believes that KORE (i) is a market leader with profitable and stable earnings, supported by a strong and diversified customer base, (ii) is well positioned to benefit from the rapidly growing IoT market with meaningful organic and inorganic opportunities and (iii) is available at an attractive valuation. For additional information, see “Proposal No. 1—The Business Combination Proposal—CTAC’s Board of Directors’ Reasons for Approval of the Transactions.”

CTAC believes that a business combination with KORE will provide CTAC shareholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—CTAC’s Board of Directors’

 

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Reasons for Approval of the Transactions.” Although the CTAC Board believes that the business combination presents a unique business combination opportunity and is advisable and in the best interests of CTAC shareholders, the CTAC Board did consider certain potentially material negative factors in arriving at that conclusion. Please see the section entitled “Risk Factors—Risks Related to Our Business and Operations Following the Business Combination.”

 

Q.	What will happen in the business combination?

 

A.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, CTAC will acquire KORE in a series of transactions we collectively refer to as the “business combination.” The Merger Agreement provides for (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the merger of CTAC with and into LLC Merger Sub (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger (as defined below), contribution by Sponsor of 100% of its equity interests in Corp Merger Sub to Pubco (the “Corp Merger Sub Contribution”), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, the merger of Corp Merger Sub with and into KORE (the “First Merger”), with KORE being the surviving corporation of the First Merger; and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of KORE with and into LLC Merger Sub (the “Second Merger” and, together with the First Merger, being collectively referred to the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub. Upon consummation of the Transactions, Pubco will change its name to “KORE Group Holdings, Inc.”

 

Q:	What are the anticipated sources and uses for funding the Transactions?

 

A.	The following table summarizes the estimated sources and uses for funding the Transactions (all amounts in millions) based on the scenario where there have been no redemptions.

 

Sources						Uses
Existing KORE shareholder equity rollover		$	346.0			Existing KORE shareholder equity rollover		$	346.0
CTAC cash from Trust			259.2			CTAC Sponsor Shares			73.0
CTAC Sponsor Shares			73.0			Paydown of preferred equity			262.0
PIPE investors			225.0			Paydown of term loan			50.0
Total		$	903.2			Paydown of related party notes payable			1.7
						Cash to balance sheet			123.3
						Estimated fees and expenses(1)			47.2
						Total		$	903.2

 

(1)	$10.6 million accrued and an estimated $36.6 million to incur as of December 31, 2020

 

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The following table summarizes the estimated sources and uses for funding the Transactions (all amounts in millions) based on the scenario where there have been redemptions of 54% of the outstanding CTAC Class A ordinary shares (representing the maximum redemptions consistent with satisfying the minimum available cash condition if there is no freely available cash held by KORE and its subsidiaries at Closing). If more than 54% of CTAC’s shareholders duly exercise their redemption rights and if KORE and its subsidiaries have no freely available cash at Closing, the Merger will not be consummated unless the minimum cash condition is waived by both CTAC and KORE. CTAC does not currently have any additional financing arrangements available to permit the minimum available cash requirement to be met if redemptions exceed 54%.

 

Sources						Uses
Existing KORE shareholder equity rollover		$	346.0			Existing KORE shareholder equity rollover		$	346.0
CTAC cash from Trust			120.0			CTAC Sponsor Shares			73.0
CTAC Sponsor Shares			73.0			Paydown of preferred equity			262.0
PIPE investors			225.0			Paydown of term loan			30.0
Total		$	764.0			Paydown of related party notes payable			1.7
						Cash to balance sheet			4.1
						Estimated fees and expenses(1)			47.2
						Total		$	764.0

 

(1)	$10.6 million accrued and an estimated $36.6 million to incur as of December 31, 2020

The tables above assume that the Closing occurs on the Termination Date. If the Closing occurs prior to the Termination Date, the amounts payable in respect of the KORE preferred shares will be less than is shown in the table.

 

Q.	Following the business combination, will CTAC’s securities continue to trade on a stock exchange?

 

A.

CTAC shareholders and warrant holders will become Pubco stockholders and warrant holders, respectively, as a result of the business combination. We intend to apply for listing, effective at the time of the Closing, of Pubco Common Stock and Pubco warrants on the NYSE under the symbols “KORE” and “KORE WS,” respectively. Our publicly traded units will automatically separate into the component securities as a result of the Pubco Merger and will no longer trade as a separate security.

 

Q.	How will the business combination impact the shares of CTAC?

 

A.

CTAC shareholders and warrant holders will become Pubco stockholders and warrant holders, respectively, as a result of the business combination. As a result of the business combination and the consummation of the transactions contemplated by the Merger Agreement and the related agreements, including, without limitation, the PIPE Investment, Pubco will have 90,314,463 shares of common stock outstanding (assuming that no CTAC Class A ordinary shares are elected to be redeemed by CTAC shareholders and no CTAC warrants are issued). An additional 8,911,745 shares of Pubco Common Stock may be issuable in the future as a result of the exercise of the Pubco warrants after the business combination. Pursuant to the Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex G, following the Closing, Pubco may grant an aggregate amount of up to                  additional shares of Pubco Common Stock.

 

Q.	Will the management of KORE change as a result of the business combination?

 

A.

We anticipate that some of the executive officers of KORE will remain with Pubco. In addition, certain individuals have each been nominated to serve as directors of Pubco following completion of the business combination pursuant to the designation rights of Sponsor and certain stockholders of KORE set forth in the Investor Rights Agreement. Please see the sections entitled “Proposal No. 1—The Business Combination Proposal—Governance of Pubco Post-Closing” and “Management of Pubco Following the Business Combination” for additional information.

 

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Q.	What equity stake will current stockholders of KORE and the PIPE Investors hold in Pubco after the closing?

It is anticipated that, upon the Closing and assuming that no CTAC public shareholder exercises redemption rights with respect to its ordinary shares: (i) existing stockholders of KORE will own approximately 38.3% of issued and outstanding Pubco Common Stock; (ii) CTAC’s public shareholders (other than the PIPE Investors) will own approximately 28.7% of issued and outstanding Pubco Common Stock; (iii) the PIPE Investors will own approximately 24.9% of issued and outstanding Pubco Common Stock; and (iv) the Sponsor (and its affiliates) will own approximately 8.1% of issued and outstanding Pubco Common Stock.

It is anticipated that, following the Closing and assuming 54% of CTAC’s public shareholders (the maximum percentage that can be redeemed consistent with satisfying the minimum cash closing condition if there is no freely available cash held by KORE and its subsidiaries at Closing) exercise redemption rights with respect to its ordinary shares: (i) existing stockholders of KORE will own approximately 45.3% of issued and outstanding Pubco Common Stock; (ii) CTAC’s public shareholders (other than the PIPE Investors) will own approximately 15.7% of issued and outstanding Pubco Common Stock; (iii) the PIPE Investors will own approximately 29.5% of issued and outstanding Pubco Common Stock; and (iv) the Sponsor (and its affiliates) will own approximately 9.5% of issued and outstanding Pubco Common Stock. If more than 54% of CTAC’s shareholders duly exercise their redemption rights and if KORE and its subsidiaries have no freely available cash at Closing, the Merger will not be consummated unless the minimum cash condition is waived by both CTAC and KORE. CTAC does not currently have any additional financing arrangements available to permit the minimum available cash requirement to be met if redemptions exceed 54%.

The above indicative levels of ownership interest: (i) exclude the impact of the exercise of Pubco or CTAC warrants and (ii) exclude the impact of the reservation of shares of Pubco Common Stock pursuant to the Incentive Plan.

For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus—Impact of the Business Combination on Pubco’s Public Float,” “Unaudited Pro Forma Combined Financial Information,” “The Incentive Plan.”

 

Q.	Will CTAC obtain new financing in connection with the Transactions?

 

A.

Yes. CTAC has entered into subscription agreements (containing commitments to funding that are subject to conditions that generally align with the conditions set forth in the Merger Agreement) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to buy from Pubco 22,500,000 shares of Pubco Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $225,000,000. Please see the section entitled “Proposal No. 1—The Business Combination Proposal— Sources and Uses for the Business Combination.”

New debt financing is not currently contemplated by CTAC.

 

Q.	What conditions must be satisfied to complete the business combination?

 

A.	There are a number of closing conditions in the Merger Agreement, including receipt of certain regulatory approvals, a minimum available cash condition and the approval by the shareholders of CTAC of the business combination proposal and the Cayman merger proposal.

As of the date of this proxy statement/prospectus, CTAC does not believe there will be any material changes or waivers that CTAC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further shareholder approval, CTAC will circulate a new or amended proxy statement/prospectus or supplement thereto or a Current Report on Form 8-K, as applicable, if changes to the terms of the Transactions (including the PIPE Investment) would have a material impact on its shareholders. If, following approval of the business combination proposal by the shareholders, CTAC waives a material condition to, or alters a material term of, the Transactions, including the PIPE Investment, it will evaluate the appropriate facts and circumstances at that time, and re-solicit shareholder approvals if required by applicable law.

 

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For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement.”

 

Q.	Are there any arrangements to help ensure that CTAC will have sufficient funds, together with the proceeds in its trust account and from the PIPE Investment, to fund the aggregate purchase price and meet the minimum available cash condition?

 

A.

The Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, CTAC having at least $5,000,001 of net tangible assets remaining after giving effect to all public shareholders that properly and timely demand redemption of their shares for cash. Additionally, the obligations of the parties to consummate the Transactions are conditioned upon, among others, the (i) Available Closing CTAC Cash plus (ii) cash freely available in KORE’s and its subsidiaries’ bank accounts, being least $345,000,000.

Assuming (i) the PIPE Investment is funded in accordance with its terms and (ii) shareholders holding less than 54% of CTAC’s Class A ordinary shares elect to redeem any shares of CTAC’s Class A ordinary shares, the condition that the (a) Available Closing CTAC Cash plus (b) cash freely available in KORE’s and its subsidiaries’ bank accounts be at least $345,000,000 as of immediately prior to the Closing will be satisfied. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Sources and Uses for the Business Combination.”

If more than 54% of CTAC’s shareholders duly exercise their redemption rights and if KORE and its subsidiaries have no freely available cash at Closing, the Merger will not be consummated unless the minimum cash condition is waived by both CTAC and KORE. CTAC does not currently have any additional financing arrangements available to permit the minimum available cash requirement to be met if redemptions exceed 54%.

 

Q.	What happens if I sell my CTAC Class A ordinary shares before the special meeting?

 

A.

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your CTAC Class A ordinary shares after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your CTAC Class A ordinary shares because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your CTAC Class A ordinary shares prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the trust account.

 

Q.	What constitutes a quorum at the special meeting?

 

A.

A majority of the issued and outstanding CTAC ordinary shares entitled to vote as of the record date at the special meeting must be present in person, via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting,                CTAC ordinary shares would be required to be present at the special meeting to achieve a quorum.

 

Q.	What vote is required to approve the proposals presented at the special meeting?

 

A.

The approval of each of the business combination proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of CTAC ordinary shares who, being present and entitled to vote at the special meeting, vote at the special meeting.

 

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The approval of the Cayman merger proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of CTAC ordinary shares who, being present and entitled to vote at the special meeting, vote at the special meeting.

Accordingly, if a valid quorum is established, a CTAC shareholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and/or the adjournment proposal will have no effect on such proposals.

 

Q.	How many votes do I have at the special meeting?

 

A.

Our shareholders are entitled to one vote on each proposal presented at the special meeting for each ordinary share of CTAC held of record as of                 , 2021, the record date for the special meeting. As of the close of business on the record date, there were                 outstanding CTAC Class A ordinary shares and                outstanding CTAC Class B ordinary shares.

 

Q.	Did the CTAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

 

A.

The CTAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. The officers and directors of CTAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries generally, with directors Shaygan Kheradpir, Hossein Moiin, Tim Donahue, and Timothy Kasbe each having substantial experience in the telecommunications industry specifically, and concluded that their experience and backgrounds, together with the experience and sector expertise of CTAC’s financial and other advisors, including Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., enabled them to perform the necessary analyses and make determinations regarding the Transactions. CTAC’s officers and directors and CTAC’s advisors have substantial experience with mergers and acquisitions.

 

Q.	Do I have redemption rights?

 

A.	If you are a public shareholder, you have the right to demand that CTAC redeem such shares for a pro rata portion of the cash held in the trust account. CTAC sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the prior consent of CTAC.

Under CTAC’s current amended and restated memorandum and articles of association, the business combination may be consummated only if CTAC has at least $5,000,001 of net tangible assets after giving effect to all public shareholders that properly and timely demand redemption of their shares for cash.

 

Q.	How do I exercise my redemption rights?

 

A.

If you are a public shareholder and wish to exercise your redemption rights, you must demand that CTAC redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your shares certificate physically or your shares electronically to CTAC’s transfer agent using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system at least two business days prior to the vote at the special meeting. Any public shareholder will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $                 or $                 per share, as of                 , 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes

 

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on the funds in the trust account, will be paid promptly upon the Closing. However, under Cayman Islands law, the proceeds held in the trust account could be subject to claims which could take priority over those of CTAC’s public shareholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a public shareholder, may be withdrawn at any time up to two business days prior to the time the vote is taken with respect to the business combination proposal at the special meeting, unless otherwise agreed to by CTAC. If you deliver your shares for redemption to CTAC’s transfer agent and later decide at any time up to two days prior to the special meeting not to elect redemption, you may request that CTAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting CTAC’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or withdrawal of a written demand of redemption rights must be received by CTAC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s share has been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the special meeting.

If a public shareholder properly and timely makes a demand as described above, then, if the business combination is consummated, Pubco will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your ordinary shares of CTAC for cash.

 

Q.	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.

The U.S. federal income tax consequences of exercising redemption rights to receive cash from the trust account in exchange for your Pubco Common Stock generally will depend on your particular facts and circumstances. It is possible that you may be treated as selling such Pubco Common Stock and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Pubco Common Stock that you own or are deemed to own (including through the ownership of Pubco warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Pubco Merger will occur prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q.	Do I have appraisal rights if I object to the proposed business combination?

 

A.	Under Section 239 of the Companies Act, the holders of CTAC ordinary shares will not have appraisal or dissenter rights in connection with the Pubco Merger. Holders of public shares should consult their Cayman Islands legal counsel regarding their rights under the Companies Act.

Holders of KORE’s shares of common stock and preferred stock outstanding immediately prior to the effective time of the First Merger who have not voted in favor of the Transactions or consented to in writing in favor of the Transactions are entitled to demand and exercise appraisal rights with respect to such shares in accordance with Section 262 of the DGCL. If properly exercised, their shares will not be converted into a

 

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right to receive a portion of the Closing Merger Consideration, but instead will be entitled to only such rights as are granted under Section 262 of the DGCL and shall not be entitled to exercise any voting or other rights of a (i) stockholder of KORE, as the surviving entity of the First Merger or (ii) member of LLC Merger Sub, as the surviving entity of the Second Merger. In connection with the Transactions, the holders of KORE’s shares of common stock that are party to the KORE Shareholders Agreement will be subject to a “Drag-Along Sale” in accordance with Section 3 of the KORE Stockholders Agreement.

 

Q.	What happens to the funds deposited in the trust account after the Closing?

 

A.

Upon the closing of the CTAC IPO and the sale of the over-allotment units and private placement units, $259.2 million ($10.00 per unit) of the net proceeds of the CTAC IPO and certain of the proceeds of the sale of the private placement units were placed in the trust account immediately following the CTAC IPO. Following the Closing, the funds in the trust account will be used by Pubco to pay public shareholders who exercise redemption rights, to fund the Closing Merger Consideration, to pay transaction expenses of CTAC and KORE and to strengthen the balance sheet of Pubco.

Please see the section entitled “Proposal No. 1—The Business Combination—Sources and Uses for the Business Combination.”

 

Q.	What happens if a substantial number of public shareholders vote in favor of the business combination proposal or the Cayman merger proposal and exercise their redemption rights?

 

A.

CTAC’s public shareholders may vote in favor of the business combination proposal or the Cayman merger proposal and still exercise their redemption rights. Accordingly, if the minimum available cash condition and the other closing conditions are satisfied or waived in accordance with the Merger Agreement, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. Assuming (i) the PIPE Investment is funded in accordance with its terms and (ii) shareholders holding less than 54% of CTAC’s Class A ordinary shares elect to redeem any shares of CTAC’s Class A ordinary shares, the minimum available cash condition (that is Available Closing CTAC Cash plus cash freely available in KORE’s and its subsidiaries’ bank accounts being at least $345,000,000) will be satisfied. Assuming the Closing occurs, the aggregate amount of Closing Cash Consideration and Closing Share Consideration payable to KORE stockholders will not be impacted by the amount of CTAC public shareholder redemptions.

If more than 54% of CTAC’s shareholders duly exercise their redemption rights and if KORE and its subsidiaries have no freely available cash at Closing, the Merger will not be consummated unless the minimum cash condition is waived by both CTAC and KORE. CTAC does not currently have any additional financing arrangements available to permit the minimum available cash requirement to be met if redemptions exceed 54%.

 

Q.	What happens if the business combination is not consummated?

 

A.

If CTAC does not complete the business combination for any reason (including because the minimum available cash condition has not been met as a result of redemptions), CTAC would search for another target business with which to complete a business combination. If the business combination is not approved or completed for any reason (including because the minimum available cash condition has not been met as a result of redemptions), then CTAC’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account. In such case, CTAC will promptly return any shares delivered by public shareholders in accordance with the instructions provided in this proxy statement/prospectus. If CTAC does not complete a business combination with KORE or another target business by October 26, 2022, CTAC must redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

 

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the right to receive further liquidation distributions, if any). The Sponsor does not have any redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to CTAC’s outstanding warrants. Accordingly, the warrants will be worthless.

 

Q.	How does the Sponsor intend to vote on the proposals?

 

A.

The Sponsor will own of record, on an as-converted basis, an aggregate of 20% of the outstanding CTAC ordinary shares (excluding the private placement shares underlying the private placement units) as of the record date. The Sponsor has agreed to vote any and all founder shares and any and all public shares held by them as of the record date, in favor of the Transactions. The Sponsor may have interests in the business combination that may conflict with your interests as a shareholder. See the sections entitled “Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination” and “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

As a result, in addition to Sponsor’s founder shares, we would need 10,128,007 or 30.5% (assuming all issued and outstanding CTAC ordinary shares are voted), or 1,824,391, or 5.5% (assuming only the minimum number of CTAC ordinary shares representing a quorum are voted) of the issued and outstanding CTAC ordinary shares to be voted in favor of the business combination in order to have the business combination approved.

 

Q.	When do you expect the business combination to be completed?

 

A.

It is currently anticipated that the business combination will be consummated promptly following the CTAC special meeting which is set for                 , 2021, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination —Conditions to Closing of the Transactions.”

 

Q:	What are the U.S. federal income tax consequences of the Pubco Merger?

 

A:

As discussed more fully under “U.S. Federal Income Tax Considerations,” CTAC intends for the Pubco Merger to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Pubco Merger so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Code and, as a result:

 

•

A U.S. Holder whose CTAC Class A ordinary shares have an aggregate fair market value of less than $50,000 and who, on the date of the Pubco Merger, owns (actually or constructively) less than 10% of the total combined voting power of all classes of CTAC shares entitled to vote and less than 10% of the total value of all classes of CTAC stock generally will not recognize any gain or loss and will not be required to include any part of CTAC’s earnings in income in connection with the Pubco Merger;

 

•

A U.S. Holder whose CTAC Class A ordinary shares have an aggregate fair market value of $50,000 or more and who, on the date of the Pubco Merger, owns (actually or constructively) less than 10% of the total combined voting power of all classes of CTAC stock entitled to vote and less than 10% of the total value of all classes of CTAC stock generally will recognize gain (but not loss) on the exchange of CTAC Class A ordinary shares for Pubco Common Stock pursuant to the Pubco Merger. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend deemed paid by CTAC the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its CTAC Class A ordinary shares provided certain other requirements are satisfied; and

 

•

A U.S. Holder who, on the date of the Pubco Merger, owns (actually or constructively) 10% or more of the total combined voting power of all classes of CTAC stock entitled to vote or 10% or more of the total value of all classes of CTAC stock generally will be required to include in income as a deemed

 

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dividend deemed paid by CTAC the “all earnings and profits amount” attributable to its CTAC Class A ordinary shares as a result of the Pubco Merger.

CTAC does not expect to have significant cumulative earnings and profits, if any, on the date of the Pubco Merger. As discussed more fully under “U.S. Federal Income Tax Considerations,” CTAC believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Pubco Merger discussed above, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants of a PFIC for newly issued warrants in connection with a domestication transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of CTAC Class A ordinary shares or warrants for Pubco Common Stock or warrants pursuant to the Pubco Merger. Any such gain would be taxable income with no corresponding receipt of cash in the Pubco Merger. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply or whether Internal Revenue Service (the “IRS”) would assert that Section 1291(f) of the Code is self-executing notwithstanding the absence of final or temporary Treasury Regulations. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations” with respect to their CTAC Class A ordinary shares generally are not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to CTAC warrants, and the application of the PFIC rules to CTAC warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Pubco Merger, see “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of CTAC Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of CTAC Class A ordinary shares and warrants for Pubco Common Stock and warrants pursuant to the Pubco Merger.

Additionally, the Pubco Merger may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s Pubco Common Stock after the Pubco Merger.

The tax consequences of the Pubco Merger are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Pubco Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Pubco Merger, see “U.S. Federal Income Tax Considerations.”

 

Q.	What do I need to do now?

 

A.

CTAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a shareholder and/or warrant holder of CTAC. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

 

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Q.	How do I vote?

 

A.	The special meeting will be held at                and via live webcast at                 Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting , where you will be able to listen to the meeting live and vote during the meeting.

If you are a holder of record of CTAC’s ordinary shares on                 , 2021, the record date for the special meeting, you may vote at the special meeting by attending in person, via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

 

Q.	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the shareholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purposes of determining the existence of a quorum but will not be counted for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q.	How will a broker non-vote impact the results of each proposal?

 

A.	Broker non-votes will not have any effect on the outcome of any proposals. Broker non-votes will be counted as present for the purposes of determining the existence of a quorum.

 

Q.	May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. Shareholders of record may send a later-dated, signed proxy card to CTAC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Shareholders also may revoke their proxy by sending a notice of revocation to CTAC’s transfer agent, which must be received prior to the vote at the special meeting.

 

Q.	What happens if I fail to take any action with respect to the special meeting?

 

A.

If you fail to take any action with respect to the special meeting and the business combination and the Cayman merger proposal are approved by shareholders and the other closing conditions are met, the business combination will be consummated in accordance with the terms of the Merger Agreement. As a corollary, failure to vote either for or against the business combination proposal will not affect your redemption rights in connection with the business combination and your ability exchange your CTAC ordinary shares for a pro rata share of the funds held in CTAC’s trust account. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

 

Q.	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.	Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

 

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Q.	What should I do if I receive more than one set of voting materials?

 

A.

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares of CTAC.

 

Q.	Who will solicit and pay the cost of soliciting proxies?

 

A.

CTAC will pay the cost of soliciting proxies for the special meeting. CTAC has engaged Morrow Sodali LLC, which we refer to as “Morrow,” to assist in the solicitation of proxies for the special meeting. CTAC has agreed to pay Morrow a fee of $35,000.00, plus disbursements. CTAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. CTAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of CTAC ordinary shares for their reasonable expenses in forwarding soliciting materials to beneficial owners of the CTAC ordinary shares and in obtaining voting instructions from those owners. CTAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q.	Who can help answer my questions?

 

A.	If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

King Pubco, Inc.

875 Third Avenue

New York, New York 10022

To obtain timely delivery, our shareholders must request any additional materials no later than five (5) business days prior to the special meeting. You may also obtain additional information about CTAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a public shareholder and you intend to seek redemption of your public shares, you will need to deliver your shares certificate physically or your shares electronically to CTAC’s transfer agent at the address below no later than two business days prior to the vote at the special meeting. See the section entitled “Proposal No. 1—The Business Combination Proposal—Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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