424B3

Filed Pursuant to Rule 424B3
Registration No. 333-255121

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 business combination 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, as amended on July 27, 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 mergers 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 business combination, 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 of the Transactions (the “Closing”) occurs prior to October 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.

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 68 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 August 13, 2021, and is first being mailed to CTAC’s shareholders on or about August 16, 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 the offices of Maples Group at Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands and via live webcast at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time, on September 16, 2021 or such other date and at such other place to which the meeting may be adjourned. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, 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, as amended on July 27, 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”), 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 October 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 on August 9, 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.

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.

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 requests properly made by public shareholders to redeem their shares for cash. Additionally, the obligations of the parties to consummate the Transactions are conditioned upon, among other things, the cash available (after such redemptions) in CTAC’s trust account, plus the proceeds from the PIPE Investment and cash freely available in KORE’s and its subsidiaries’ bank accounts, being least $345,000,000. As of the date of this proxy statement/prospectus, KORE Wireless Group, Inc., a wholly owned subsidiary of KORE, and an affiliate of Fortress Credit Corp. have entered into a backstop financing agreement pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”), if necessary, to help satisfy the minimum cash condition at Closing. The facility provides KORE with the ability, at its option and with the consent of Pubco, to borrow up to $120 million as necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General—Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE may issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Backstop Financing” for key terms of the Backstop Notes.

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.

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.

By Order of the Board of Directors

/s/ Nicholas P. Robinson

Nicholas P. Robinson

Director

August 13, 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 August 13, 2021 and is first being mailed to CTAC shareholders on or about August 16, 2021.

CERBERUS TELECOM ACQUISITION CORP.

875 Third Avenue

New York, NY 10022

NOTICE OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 16, 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 the offices of Maples Group at Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands and via live webcast at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time, on September 16, 2021. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, 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, as amended on July 27, 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(C): to increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”); and

•

(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 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 August 9, 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.

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.

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.

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


By Order of the Board of Directors

		/s/ Nicholas P. Robinson
		Nicholas P. Robinson
		Director

August 13, 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.

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		25

CTAC’s Summary Historical Financial Information		55

KORE’s Summary Historical Financial Information		57

Summary Unaudited Pro Forma Combined Financial Information		60

Comparative Per Share Data		63

Cautionary Note Regarding Forward-Looking Statements		65

Risk Factors		68

Extraordinary General Meeting of CTAC Shareholders		114

Proposal No. 1—The Business Combination Proposal		119

Proposal No. 2—The Cayman Merger Proposal		181

Proposal No. 3—The Advisory Organizational Documents Proposals		184

Proposal No. 4—The Incentive Plan Proposal		188

Proposal No. 5—The NYSE Proposal		193

Proposal No. 6—The Adjournment Proposal		195

U.S. Federal Income Tax Considerations		196

Other Information Related to CTAC		211

CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		219

Information About KORE		225

KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		239

Management of Pubco Following the Business Combination		261

Executive Compensation		268

Unaudited Pro Forma Combined Financial Information		276

Description of Securities		289

Description of Certain Indebtedness		303

Market Price and Dividend Information		306

Beneficial Ownership of Securities		307

Certain Relationships and Related Person Transactions		311


	Page

Securities Act Restrictions on Resale of Securities		315

Dissenters’ Rights		317

Submission of Shareholder Proposals		317

Future Shareholder and Stockholder Proposals		317

Legal Matters		319

Experts		319

Other Shareholder Communications		319

Delivery of Documents to Shareholders		319

Where You Can Find More Information		320

Index to Financial Statements		F-1

Annexes

Annex A—Merger Agreement

Annex A-1—Amendment No. 1 to Merger Agreement

Annex A-2—Merger Agreement Acknowledgement and Waiver

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

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.

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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;

“Backstop Agreement” means that certain backstop agreement dated July 27, 2021 between KORE Wireless Group, Inc., a wholly owned subsidiary of KORE, and Drawbridge Special Opportunities Fund LP, an affiliate of Fortress Credit Corp., in connection with the Backstop Financing.

“Backstop Financing” means the backstop financing to be provided by an affiliate of Fortress Credit Corp. pursuant to the Backstop Agreement.

“Backstop Notes” means the senior unsecured convertible notes in an aggregate principal amount of up to $120,000,000 to be issued by KORE pursuant to the Backstop Financing.

“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);

“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;

“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, as amended on July 27, 2021, by and among CTAC, Pubco, Corp Merger Sub, LLC Merger Sub and KORE;

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

“mPERS” are to mobile Personal Emergency Response System;

“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;

“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;

“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.

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.”

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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.

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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.

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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).

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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.

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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.

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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.

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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

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.

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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.

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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.

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As of the date of this proxy statement/prospectus, KORE Wireless Group, Inc., a wholly owned subsidiary of KORE, and an affiliate of Fortress Credit Corp. have entered into a backstop financing agreement pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”), if necessary, to help satisfy the minimum cash condition at Closing. The facility provides KORE with the ability, at its option and with the consent of Pubco, to borrow up to $120 million as necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General—Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE may issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Backstop Financing” for key terms of the Backstop Notes.

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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.

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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.

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

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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”;

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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

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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:

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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”);

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

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

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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

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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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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 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).

Each Class I director shall have a term that expires immediately following Pubco’s annual meeting of stockholders in 2022 at which directors are elected, each Class II director shall have a term that expires immediately following Pubco’s annual meeting of stockholders in 2023 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 2024 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?

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 and, if applicable, the Backstop Financing will be funded, shares of Pubco Common Stock will be issued to PIPE Investors and, if applicable, the Backstop Notes will be issued to the lender(s) providing Backstop Financing. 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.

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?

The special meeting will be held at the offices of Maples Group at Ugland House, South Church Street, Grand Cayman KY1-1104, Cayman Islands and via live webcast on September 16, 2021 at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, 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:

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”;

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

•

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

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.

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’ 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?

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.	Assuming no Redemptions: 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⁽¹⁾		264.7
PIPE investors		225.0	Paydown of term loan		50.0

Total	$	903.2	Paydown of related party notes payable		1.6

			Cash to balance sheet		120.8
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	903.2

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

CTAC’s public shareholders duly exercise their redemption rights, and if KORE and its subsidiaries have no freely available cash at Closing, the business combination will not be consummated unless the Backstop Financing is utilized or the minimum cash condition is waived by both CTAC and KORE. As of the date of this proxy statement/prospectus, neither CTAC nor KORE intends to waive the minimum cash condition, however, both parties reserve the right to do so. The decision to utilize the Backstop Financing or waive the minimum cash condition, which each of CTAC and KORE is entitled to make in its sole discretion and independently of each other, will depend on a number of factors, including the total number of redemptions, and the amount of freely available cash at KORE and its subsidiaries. In the event that the Backstop Financing is utilized, or the minimum cash condition is waived by both CTAC and KORE, CTAC intends to promptly notify its shareholders by issuing a press release. However, CTAC does not intend to seek additional shareholder approval or to extend the time for the exercise of redemption rights if the Backstop Financing is utilized or the minimum cash condition is waived.


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	Payment of CTAC share redemptions		139.2
PIPE investors		225.0	Paydown of preferred equity⁽¹⁾		264.7

Total	$	903.2	Paydown of term loan		30.0

			Paydown of related party notes payable		1.6
			Cash to balance sheet		1.6
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	903.2

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

Assuming Maximum Redemptions with Backstop: The following table summarizes the estimated sources and uses for funding the Transactions (all amounts in millions) based on the scenario where (i) there have been redemptions of 100% of the outstanding CTAC Class A ordinary shares subject to redemption (assuming redemption occurs at $10.00 per share) and (ii) Backstop Financing in the form of senior unsecured convertible notes in the aggregate principal amount of up to $120 million to satisfy of the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Backstop Financing” for key terms of the Backstop Notes.


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
			Payment of CTAC share redemptions		234.7
CTAC Sponsor Shares		73.0	Paydown of preferred equity⁽¹⁾		264.7
PIPE investors		225.0	Paydown of term loan		30.0
Backstop Notes		95.5

Total	$	998.7	Paydown of related party notes payable		1.6

			Cash to balance sheet		1.6
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	998.7

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

The above tables: (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 (iii) assume that KORE and its subsidiaries have no freely available cash at Closing.

The above tables also 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.

As mentioned elsewhere in this proxy statement/prospectus, the business combination will not be consummated if CTAC has net tangible assets of less than $5,000,001 after taking into account public shareholders that have properly and timely demanded and exercised redemption of their shares for cash.

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

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?

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 10% of Pubco Common Stock as of the Closing Date.

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

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.

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

The following table illustrates varying ownership levels of issued and outstanding Pubco Common Stock, assuming no redemptions by CTAC’s public shareholders and the maximum redemptions by CTAC’s public shareholders with and without Backstop:


	Assuming No Redemptions			Assuming Maximum Redemptions (Without Backstop)			Assuming Maximum Redemptions (With Backstop)
Sponsor and certain affiliates		8.1	%		9.5	%		10.9	%
Public Shareholders		28.7	%		15.7	%		3.6	%
PIPE Investors		24.9	%		29.5	%		33.7	%
Former KORE Stockholders		38.3	%		45.3	%		51.8	%

These 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 (iii) assume KORE and its subsidiaries have no freely available cash at Closing. The maximum redemption scenario without Backstop is based on the assumptions that (i) 13.9 million of Pubco’s public shares are redeemed for an aggregate payment of $139.2 million, which is derived from the number of shares that could be redeemed in connection with the business combination at an assumed redemption price of approximately $10.00 per CTAC ordinary share based on the trust account balance as of March 31, 2021 in order for cash available (after redemptions) in CTAC’s trust account, plus the proceeds from the PIPE investment and cash freely available in KORE and its subsidiaries’ bank accounts to be at least $345,000,000, (ii) Pubco issues 34,600,000 shares of Pubco Common Stock to holders of KORE’s common stock, Series C preferred stock, certain options and warrants as the Closing Share Consideration pursuant to the Merger Agreement and (iii) an aggregate of $269.8 million of cash will be paid to those holders of KORE’s Series A, A-1 and B preferred stock, certain options and in respect of the First LTIP payment as the Closing Cash Consideration pursuant to the Merger Agreement. The maximum redemption scenario with Backstop is based on the assumptions that (i) 23.5 million of CTAC’s Class A ordinary shares are redeemed for an aggregate payment of $235.7 million, which is derived from the number of shares subject to redemption as of March 31, 2021, assuming Backstop Notes in the aggregate principal amount of $95.5 million used to cover the minimum cash condition, and (ii) the assumptions used in the maximum redemption without Backstop scenario.

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?

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. As of the date of this proxy statement/prospectus, KORE Wireless and an affiliate of Fortress Credit Corp. have entered into a backstop financing agreement pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”), if necessary, to help satisfy the minimum cash condition at Closing. The facility provides KORE with the ability, at its option and with the consent of Pubco, to borrow up to $120 million as necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General—Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE may issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Backstop Financing” for key terms of the Backstop Notes.

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.

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?

Assuming (i) the PIPE Investment and the Backstop Financing are funded in accordance with their respective terms and (ii) shareholders holding 100% of CTAC’s Class A ordinary shares subject to redemption elect to redeem their CTAC Class A ordinary shares, the $345,000,000 minimum cash condition will be satisfied. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Sources and Uses for the Business Combination.”

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

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 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, 16,607,232 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?

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.

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?

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 August 9, 2021, the record date for the special meeting. As of the close of business on the record date, there were 26,735,238 outstanding CTAC Class A ordinary shares and 6,479,225 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?

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?

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 $259,189,949 or $10.00 per share, as of August 9, 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes 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?

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 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?

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?

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 and the Backstop Financing are funded in accordance with their respective terms and (ii) shareholders holding 100% of CTAC’s Class A ordinary shares subject to redemption elect to redeem their CTAC Class A ordinary shares, the $345,000,000 minimum cash condition 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.

Excluding the Backstop Financing, and absent any additional financing arrangements, if more than 59% of CTAC’s public shareholders duly exercise their redemption rights and assuming 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. Absent any additional financing arrangements, if more than 59% of CTAC’s public shareholders duly exercise their redemption rights, and if KORE and its subsidiaries have no freely available cash at Closing, the business combination will not be consummated unless the minimum cash condition is waived by both CTAC and KORE. As of the date of this proxy statement/prospectus, neither CTAC nor KORE intends to waive the minimum cash condition, however, both parties reserve the right to do so. The decision to waive the minimum cash condition, which each of CTAC and KORE is entitled to make in its sole discretion and independently of each other, will depend on a number of factors, including the total number of redemptions, the amount of freely available cash at KORE and its subsidiaries and the availability of any additional financing arrangements at the time that the decision is made. In the event that the minimum cash condition is waived by both CTAC and KORE, CTAC intends to promptly notify its shareholders by issuing a press release. However, CTAC does not intend to seek additional shareholder approval or to extend the time for the exercise of redemption rights if the minimum cash condition is waived.

As of the date of this proxy statement/prospectus, KORE Wireless and an affiliate of Fortress Credit Corp. have entered into a backstop financing agreement pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”), if necessary, to help satisfy the minimum cash condition at Closing. The amount drawn under the facility would be limited to the amount necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General— Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE may issue senior

unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination— Backstop Financing” for key terms of the Backstop Notes.

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

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 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?

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 approve the business combination.

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

It is currently anticipated that the business combination will be consummated promptly following the CTAC special meeting which is set for September 16, 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:

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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;

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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

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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 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?

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.

Q.	How do I vote?

The special meeting will be held at the offices of Maples Group at Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands and via live webcast at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time, on September 16, 2021. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, 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 August 9, 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?

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?

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?

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.

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

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?

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

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement.”

Combined Business Summary

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of KORE prior to the Closing, which will be the business of Pubco and its subsidiaries following the Closing.

Information about KORE

We believe KORE is one of the largest global enablers of IoT, providing mission-critical CaaS (or simply referred to as “Connectivity” for reporting purposes) and IoT Solutions and Analytics (both collectively referred to as “IoT Solutions” for reporting purposes) to enterprise customers across five key industry verticals, comprising (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Communications Services and (v) Industrial IoT (or “IIoT”).

KORE has built a business at scale with revenues of $55 million for the three months ended March 31, 2021, $50 million for the three months ended March 31, 2020, $214 million for year ended December 31, 2020 and $169 million for the year ending December 31, 2019. KORE’s net loss and adjusted EBITDA for the three months ended March 31, 2021 were $1 million and $16 million, respectively. KORE’s net loss and adjusted EBITDA for the year ended December 31, 2020 were $35 million and $58 million, respectively. KORE’s net loss and adjusted EBITDA for the year ended December 31, 2019 were $23.4 million and $51 million, respectively.

Already a large market, KORE believes that IoT shows the promise and potential to be a significant technological revolution. IoT adoptions often result in significant productivity increases while creating entirely new business models in many cases, and the Company believes that IoT has the ability to have a significant impact worldwide. KORE enables this IoT adoption and is at the center of this revolution.

Diverse, Blue-chip Customer Base

KORE enables mission-critical IoT applications for enterprise and solution provider customers across approximately 13 million and 12 million devices for the three months ended March 31, 2021 and year ended December 31, 2020, respectively. KORE provided connectivity to over 3,600 customers for the three months ended March 31, 2021 and year ended December 31, 2020. Examples of how our customers use KORE’s products and services across KORE’s five key verticals are illustrated below:

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Connected Health: Remote patient monitoring and telemedicine enabled by connected medical devices, IoT device enabled clinical drug trials, mPERS connected emergency devices, connected medical equipment diagnostics, electronic visit verification.

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Fleet Management: Stolen vehicle recovery location tracking, connected cameras for tracking vehicle driving conditions and driver behavior, connected route optimization, fuel consumption optimization, connected preventive maintenance, usage-based insurance, connected cars.

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Asset Monitoring: Home/business security sensor and camera solutions, offender tracking through ankle bracelets, tank monitoring, supply chain inventory and asset tracking, fuel pipeline flow monitoring.

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Communication Services: IoT and consumer service providers, carrier IoT business units, enterprise connectivity / failsafe, private networking—KORE may provide Connectivity Enablement as a Service for some of these customers.

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Industrial IoT: Smart utilities / meters, smart cities / buildings, smart factories, field service automation, manufacturers of smart or connected products

Across the above-mentioned use cases and others, IoT is already a large and fast-growing industry comprised of IoT hardware, software, connectivity and services.

Customer and Key Partners

KORE enables mission-critical applications for over 3,600 customers comprising over 12 million devices. KORE is a leader in enabling end-to-end IoT solutions for enterprises across high growth end markets including Connected Health, Industrial IoT, Fleet Management and Remote Asset Monitoring. KORE serves an expansive group of some of the largest blue-chip enterprises with low customer concentration (approximately 300 customers comprising approximately 90% and 87% of its revenue for the three months ended March 31, 2021 and year ended December 31, 2020, respectively).

KORE’s customers operate in a wide variety of sectors, including healthcare, fleet and vehicle management,

asset management, communication services and industrial/manufacturing. KORE’s largest customer, comprising

approximately 15% and 14% of KORE’s annual revenue for the three months ended March 31, 2021 and year ended December 31, 2020, respectively, is a large-scale medical device manufacturer with worldwide reach.

KORE has a B2B (business to business) model where any given customer may have hundreds, or thousands of devices deployed in the field. The structure of KORE’s relationships with its connectivity customers is “sticky”, meaning that any exit by a connectivity customer from KORE’s platform generally will take place over a period of time. Additionally, it may not be clear to KORE that a customer is exiting.

The speed at which a customer may exit the KORE platform depends upon many factors including the time and

cost of switching SIM cards (generally one SIM card represents one connection), which are embedded in IoT devices deployed by customers. In many cases, the act of switching SIMs for devices involves significant logistics at a high cost. For example, in order for a smart utility customer to leave KORE, a customer has to send a person to the location of the meter, access the meter, take it offline, remove KORE’s SIM card and finally replace it with that of another provider. This process can cost more than one hundred dollars per device, after taking into account the costs of deploying a technician to the field and down-time of the connected device. Customers often prefer to phase out business as devices are replaced instead of conducting a wide-scale migration as a wide-scale migration may take months or years to fully transition all devices from KORE’s services. Because customers are not required to notify KORE of an intention to exit the KORE platform, it is often difficult for KORE to judge whether a customer has made a decision to stop using its services.

The difficulty in determining if a customer is moving away from KORE is furthered by the fact that the number

of Total Connections that KORE has with any particular customer can increase or decrease over time depending

on a variety of factors, including pricing, customer satisfaction, fit with a particular customer product, etc. In

some cases, customers may choose to allocate a portion of their business to other service providers alongside

KORE. This allocation can change from period to period. As a result, a decline in Total Connections by a

customer is not necessarily an indicator that the customer has decided to move away from KORE. Customers

often keep their volume allocation decisions confidential in order to prevent KORE from making commercial adjustments (such as price increases).

KORE’s strong customer and partner relationships provide it with the opportunity to expand its market reach and

sales. KORE partners with leading cellular providers such as in relation to its CaaS business. KORE’s IoT

ecosystem partners include enterprise-level IoT software providers as application platform partners, top of the

line commercial hardware manufacturers as hardware OEM partners, well-known electronics solutions providers

as semi-conductor and module OEM partners, globally recognized cloud platforms as cloud providers as well as

multinational system integrators as systems integration services partners. These partnerships allow KORE to enable its customers in deploying their IoT solutions.

Market Opportunity

Key highlights of KORE’s market and business opportunity include:

Large and Growing IoT Market. The IoT market is growing at a very rapid pace and KORE aims to capitalize on this momentum. KORE’s addressable market is anticipated by industry analysts to grow from $382 billion with 12 billion IoT devices in the market in 2020 to $906 billion with 25 billion IoT devices in the market by 2025. The IoT market is projected by industry analysts to be $7 trillion by 2030 with an accelerated growth of 50.5% CAGR. In addition to the proliferation of IoT endpoints, the adoption of 5G connectivity and enterprise digital transformation are major drivers for the growth of the IoT market.

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Full stack product suite. The KORE mission is clear—to simplify the complexities of IoT and help clients deploy, manage, and scale their mission critical IoT solutions. KORE has built a platform that allows it to be a trusted advisor to its clients in serving them in three areas CaaS, IoT Managed Services/Solutions, and Analytics, which KORE refers to as “CSA,” or connectivity, solutions, and analytics. KORE offers a one-stop shop for enterprise customers seeking to obtain multiple IoT services and solutions from a single provider. Its product scope is as described below:


Product line	Products	Product description	Primary pricing method
Connectivity *74% of Q1 2021 and full year 2020 revenue*	Connectivity as a Service (CaaS)	• IoT connectivity services offered through our IoT platform ‘KORE One’ • Our connectivity solutions allow devices to seamlessly and securely connect anywhere in the world across any connected network, which we call our multiple devices, multiple locations, multiple carriers CaaS value prop	Per subscriber per month for lifetime of device (7-10 years and growing) Long-term customer relationships
	Connectivity Enablement as a Service (CEaaS)	• Connectivity Management Platform as a Service (or individual KORE One engine) • Cellular Core Network as a Service (cloud native HyperCore)


	IoT Device Management Services	• Outsourced platform-enabled services (e.g., logistics, configuration, device management) • Sourcing of 3rd party devices globally, device design and selection services	Upfront fee per device or per device per month

IoT Solutions *26% of Q1 2021 and full year 2020 revenue*	IoT Security	• KORE’s SecurityPro SaaS platform	Per subscriber per month
	Location Based Services (LBS)	• KORE’s PositionLogic SaaS platform and LBS APIs	Per subscriber per month

Connectivity

month, and to work with multiple customer support organizations when something goes wrong. This complexity is very hard to manage at scale, especially since it is only a part of the complexity of the overall IoT deployment. KORE’s connectivity services simplify this complexity and provide a single connectivity relationship managed through a single source with our KORE One platform which is purpose built for IoT. On the back-end, KORE leverages 44 carrier integrations with its cellular carrier partners.

KORE Connectivity Services Coverage

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KORE also believes that eSIMs have significant potential for IoT providers and for KORE in particular. eSIM is a new SIM standard defined by the Global System for Mobile Communications Association, or GSMA, the organization that supports and defines cellular standards. The transition from the current standard, where a SIM is “locked in” to a specific cellular carrier, to an “unlocked” eSIM model that allows a company deploying IoT to switch cellular carriers at the push of a button, “over the air”, without the need to physically change SIM cards, will allow a provider in KORE’s position to offer a single eSIM card that works across multiple cellular carriers. This evolution will provide KORE clients the ability to easily switch cellular carriers for any reason, without the need for expensive and labor-intensive physical SIM replacements.

Within Connectivity services, KORE offers CaaS and CEaaS.

CaaS is cellular connectivity via KORE’s IoT platform ‘KORE One’ and it is offered to enterprise customers such as large medical device manufacturers, or to IoT software and solutions providers such as fleet tracking companies who may bundle connectivity with their own software and solutions. Fees for CaaS services generally consist of a monthly subscription fee for each connection, and additional data usage fees. Connectivity services also include charges for each subscriber identity modules (SIMs) sold to a customer and other miscellaneous charges.

CEaaS is provided to communication service providers (MVNOs, telecom carriers etc.), device OEMs or other providers who wish to provide IoT cellular services to the market. The infrastructure software and services offered to such providers are cellular Core Network as a Service (including cloud native Hypercore, or “CNaaS”), Connectivity Management Platform as a Service (“CMPaaS”) and Private Networking as a Service (“PNaaS”). Fees for CEaaS generally consist of a monthly subscription fee and other miscellaneous charges.

Connectivity services represent 74% of KORE’s revenue for the three months ended March 31, 2021 and year ended December 31, 2020.

IoT Solutions and Analytics

Successful deployment of IoT is extremely complex. Some of the significant challenges in IoT deployment include:

Top challenges in IoT deployments

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To simplify IoT deployment complexity, KORE offers a comprehensive portfolio of IoT Solutions capabilities, including:

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IoT Device Management Services: outsourced platform enabled services (logistics, configuration, device management). Among other logistics services, KORE offers access to a global supply chain access to a global supply base at competitive prices which may include custom device design and manufacture;

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Location Based Services: KORE’s SaaS cloud-based APIs (Position Logic) platform for location and asset tracking; and

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IoT Security (SecurityPro): KORE’s SaaS platform for IoT device security.

KORE is experienced in providing industry-specific solutions and increasingly with pre-configured industry solutions with a focus in areas such as regulatory and medical device compliance. It offers a one-stop shop for its customers with the capability to deliver large solutions for enterprise customers.

Fees charged for device management services includes the cost of the underlying IoT device and the cost of deploying and managing such devices and are usually charged on a fee per deployed IoT device basis, with the ultimate amount of such fee depending on the scope of the underlying services and the IoT device being deployed. Location-based software services and IoT security software services are charged on a per subscriber basis.

IoT Solutions represented approximately 26% of KORE’s revenue for the three months ended March 31, 2021 and year ended December 31, 2020.

Partner Ecosystem

KORE is a differentiated player providing comprehensive IoT solutions – CaaS, Solutions & Analytics through its robust partner ecosystem. This partner ecosystem offers a unique “one-stop-shop” solution specializing across the full IoT stack in a secure and cost-efficient manner while enabling a rapid time to market. The Company partners with mobile carriers around the world as well as application platforms, hardware OEMs, semiconductor and module OEMs, cloud infrastructure providers and systems integrators.

Participation in 5G Adoption

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Massive TAM and Disruptive End-Market Use Cases. KORE believes that 5G adoption will result in a $13.2 trillion global economic value by 2035. Market growth is expected to be driven by key segments including smart manufacturing, mobile, smart city, intelligent retail, construction and mining, connected healthcare, and precision agriculture.

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KORE Touchpoints. KORE expects to be the leading enabler of 5G adoption across 5G IoT, 5G broadband, and 5G ultrareliable segments because it:

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Provides 5G connectivity and simplified management with 5G-ready eSIM and multi value proposition enabled by the proprietary KORE One platform.

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Enables seamless transition to 5G with its strength in carrier relationships and experience in managing network transitions.

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Accelerates 5G use cases with pre-configured solutions and an industry-specific IoT managed services portfolio.

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Enables edge deployments with a roadmap for a fully virtualized multi-carrier gateway on the Edge (KORE Anywhere).

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Enables private network deployments with a fully virtualized core network (KORE HyperCore)

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Leveraging eSIM Technology. eSIM is a next-generation technology driving rapid adoption of Enterprise IoT Connectivity. With the massive growth of new IoT-connected devices coming online, 25 billion by 2025 according to Ericsson, one of the bigger challenges to achieving this growth is current SIM card technology. Today, the vast majority of cellular connected devices are using SIM cards which are locked into a specific cellular carrier. The GSMA has helped develop a new standard called embedded-SIM (“eSIM”) technology. eSIM or embedded universal integrated circuit card (“eUICC”) is a form of programmable SIM card. eSIM technology offers several benefits, including:

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Enables devices to store multiple operator profiles on a device simultaneously and switch between them remotely

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Allows over air (remote) updates.

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Permits remote SIM provisioning of any mobile device.

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Delivers an effective way to significantly increase data security.

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Offers protection from evolving network technologies, such as the retirement of legacy services like 2G and 3G in some cases eSIM technology plays a critical role providing secure out-of-the box connectivity to support IoT. It enables KORE’s customers to maintain a flexible approach towards carrier and network management. Moreover, eSIM technology future-proofs devices in the field against changes in network technology. The Company offers advanced connectivity solutions through its proprietary eSIM offering and believes that it will be a key vector for SIM volume growth. The Company shipped approximately one million eSIMs in 2020 and expects to continue successfully implementing the eSIM technology into customer IoT deployments.

KORE’s Competition and Differentiators

KORE believes that it is one of the few players in the current market that can provide end-to-end IoT services, delivering CaaS, IoT solutions and analytics in a comprehensive manner. However, the individual markets for KORE’s products and solutions are rapidly evolving and are highly competitive. These markets are likely to continue to be affected by new product introductions and industry participants. Below are some of KORE’s key competitors across various segments of its business:

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For Connectivity services: telecom carriers such as T-Mobile and Vodafone; Mobile Virtual Network Operators such as Aeris and Wireless Logic; and

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For IoT Solutions and Analytics: device management services providers such as Velocitor Solutions and Futura Mobility, fleet management SaaS providers such as Fleetmatics and GPS Trackit, and analytics services providers such as Galooli and Intellisite

KORE competes in the Connectivity services market on the basis of the number of carrier integrations (44), its KORE One platform (7 engines), ConnectivityPro service and related APIs, the eSIM technology stack/ proprietary IP, Hypercore technology. KORE competes in the IoT Solutions market on the basis of its deep industry vertical knowledge and experience (e.g., in Connected Health through FDA and ISO 9001/13485 certification and HIPPA compliance), its breadth of solutions and analytics services and 3,400+ connectivity-only customers for cross-sell opportunities.

Sales, Marketing and Growth Strategy

The five pillars of KORE’s growth strategy are as follows:

•

Significant organic volume growth from existing customer base: Leverage strong IoT industry and average customers’ double digit percentage growth, maintain high customer retention, leverage eSIMs to gain wallet share and market share

•

Cross-sell and upsell KORE’s growing portfolio of IoT solutions to our large base of Connectivity services only customers: 23 of KORE’s top 30 customers are Connectivity services only customers and do not yet buy the IoT Solutions that KORE has developed over the past two years

•

Deepening our presence in focus industry sector: Leverage KORE’s presence in Connected Health and Fleet Management, deepening its presence in other verticals in the next 12 to 18 months, and deploying pre-configured industry solutions

•

Enhance “AIoT” (Artificial Intelligence + IoT) and Edge Analytics capabilities in target industries

•

Drive growth through strategic, accretive acquisitions, which add key capabilities

Intellectual Property

Our service offerings are supported by KORE proprietary intellectual property that provides a meaningful differentiation in the market place:

•

KORE’s Connectivity Services:

•

CaaS is supported by KORE One, ConnectivityPro, KORE eSIM, and KORE HyperCore

•

CEaaS is supported by KORE HyperCore and ConnectivityPro

•

KORE’s IoT Solutions and Analytics is supported by PositionLogic and SecurityPro

KORE’s proprietary intellectual property and technologies work together as illustrated below:

LOGO

Key areas of KORE’s intellectual property as illustrated above are:

KORE One Platform

The KORE One Platform was built using a microservices-based proprietary architecture and consists of seven (7) key engines.

KORE eSIM

KORE has developed its eSIM which helps in providing global connectivity using a single SIM which can be remotely updated with a preferred carrier profile over the air, or OTA. The key pieces of intellectual property in this portfolio include KORE’s eSIM profile, eSIM Validation Tool, and its APIs.

KORE HyperCore (Cellular Network as a Service)

Any cellular network is comprised of a Radio Access Network, orRAN, fiber optic backhaul and a “core network”, the functions of which constitute the “brains” of this network (including switching, authentication etc.). KORE HyperCore provides KORE as well as some of its customers a cellular “core network” (built on top of a RAN and backhaul from a cellular carrier). KORE’s intellectual property consists of both a traditional and a cloud-native core network component.

IoT Network and Application Services

ConnectivityPro^TM: IoT Connectivity Management Platform that provides an array of global IoT connectivity services such as provisioning connectivity, provisioning users, rating and charging, distribution management, eSIM orchestration, diagnostics and support.

SecurityPro^TM: IoT security service that enables deep network traffic monitoring for IoT connections. It helps mitigate the risk of data breaches and provides packet-level visibility into IoT

communications. With SecurityPro, customers can setup rules on groups of devices and not only detect anomalies in traffic based on these rules but also take appropriate action upon detection.

PositionLogic^TM: Location based services (“LBS”) platform for position mapping, global fleet tracking, intelligent routing and integrated telematics services such as in-vehicle video, cargo monitoring, safety & security etc.

Apart from the intellectual property listed above, KORE maintains one active patent, several trademarks and ownership of domain and website names, all of which we consider our intellectual property.

KORE manages its research and development efforts through a structured life-cycle process covering identification of customer requirements, preparing a product roadmap, ongoing agile development, and commercial introduction to eventual phase-out. During product development, emphasis is placed on quality, reliability, performance, time-to-market, meeting industry standards and customer-product specifications, ease of integration, cost reduction, and maintainability.

The Parties

CTAC

Cerberus Telecom Acquisition Corp., incorporated on September 8, 2020, is a blank check company formed as a Cayman Islands exempted company 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 the date immediately prior to the Closing Date, CTAC will merge with and into King LLC Merger Sub, LLC.

CTAC’s units, CTAC’s Class A Ordinary Shares and CTAC’s warrants are listed on the NYSE under the symbols “CTAC.U,” “CTAC” and “CTAC WS,” respectively.

The mailing address of CTAC’s principal executive office is 875 Third Avenue, New York, NY 10022.

King Pubco Inc.

King Pubco Inc. is a wholly owned subsidiary of the Sponsor formed solely for the purpose of effectuating the Pubco Merger described herein. Pubco was incorporated under the laws of Delaware as a corporation on March 5, 2021. Pubco owns no material assets and does not operate any business.

The mailing address of Pubco’s principal executive office is 875 Third Avenue, New York, NY 10022. Its telephone number is (212) 891-2100.

King Corp Merger Sub, Inc.

Corp Merger Sub is a wholly owned subsidiary of the Sponsor formed solely for the purpose of effectuating the Corp Merger Sub Contribution and the First Merger described herein. Corp Merger Sub was formed under the laws of Delaware as a corporation on March 5, 2021. Corp Merger Sub owns no material assets and does not operate any business.

The mailing address of Corp Merger Sub’s principal executive office is 875 Third Avenue, New York, NY 10022. Its telephone number is (212) 891-2100. After the Closing, Corp Merger Sub will cease to exist as a separate legal entity.

King LLC Merger Sub, LLC

King LLC Merger Sub, LLC is a wholly owned subsidiary of Pubco formed solely for the purpose of effectuating the Pubco Merger and the Second Merger described herein. LLC Merger Sub was formed under the laws of Delaware as a limited liability company on March 5, 2021. LLC Merger Sub owns no material assets and does not operate any business.

The mailing address of LLC Merger Sub’s principal executive office is 875 Third Avenue, New York, NY 10022. Its telephone number is (212) 891-2100. After the Closing, LLC Merger Sub will continue as a wholly owned subsidiary of Pubco and successor to KORE.

Cerberus Telecom Acquisition Holdings, LLC

Cerberus Telecom Acquisition Holdings, LLC a Delaware limited liability company and the Sponsor of CTAC, was founded by certain senior executives of Cerberus Capital Management and is controlled by Stephen Feinberg and Frank Bruno, who are the Co-Chief Executive Officers of Cerberus Capital Management. In connection with the execution of the Merger Agreement, CTAC, the Sponsor and KORE entered into the Sponsor Support Agreement, a copy of which is attached as Annex H to this proxy statement/prospectus. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements—Sponsor Support Agreement” and “Beneficial Ownership of Securities.” After the Closing, the Sponsor will be a stockholder of Pubco.

The mailing address of the Sponsor’s principal executive office is 875 Third Avenue, New York, NY 10022. Its telephone number is (212)-891-2100.

KORE

KORE began operations in 2003. Maple Holdings Inc. was incorporated under the laws of the State of Delaware as a corporation on July 29, 2014. KORE and its subsidiaries offer IoT services and solutions. Maple Holdings Inc., together with its subsidiaries, is one of the largest global independent IoT enabler, delivering critical services to customers globally to deploy, manage and scale their IoT application and use cases. KORE provides advances connectivity services, location-based services, device solutions, managed and professional services used in the development and support of IoT technology for the Machine-to-Machine market. KORE’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable wireless connectivity to mobile and fixed devices. This technology enables KORE to expand its global technology platform by transferring capabilities across the new and existing vertical markets and delivers complimentary products to channel partners and resellers worldwide.

KORE has operating subsidiaries located in Australia, Belgium, Brazil, Canada, the Dominican Republic, Ireland, Malta, Mexico, the Netherlands, New Zealand, Singapore, Switzerland, the United Kingdom and the United States.

The mailing address of KORE’S principal executive office is 3700 Mansell Road, Suite 300 Alpharetta, GA 30022. Its telephone number is 877-710-5673. After the Closing, Maple Holdings Inc. will cease to exist as a separate legal entity.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, (i) on the day immediately prior to the Closing Date, CTAC will merge 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, (ii) on the Closing Date and immediately prior to the First Merger, Sponsor will 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, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub will merge with and into KORE, with KORE being the surviving corporation of the First Merger, (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, KORE will merge 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 and the Backstop Financing, if applicable, will be funded and shares of Pubco Common Stock will be issued to PIPE Investors and the Backstop Notes will be issued to an affiliate of Fortress Credit Corp., the lender providing the Backstop Financing.

Pubco Merger Consideration

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 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.

Closing Merger Consideration

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.” For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Sources and Uses for the Business Combination.”

Related Agreements

Investor Rights Agreement

The Merger Agreement contemplates that, at the Closing, Pubco, the Sponsor and certain other stockholders of KORE (the “KORE Holders”) will enter into the Investor Rights Agreement, the form of which is attached to this proxy statement/prospectus as Annex D, pursuant to which the Sponsor and the stockholders of KORE party thereto are entitled to designate an aggregate of ten (10) individuals to the board of directors of Pubco and Pubco will agree to take all necessary actions to cause the board of directors of Pubco to be comprised of such individuals. Pubco also will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Pubco Common Stock and other equity securities of Pubco that are held by the parties thereto from time to time. In addition, each of the Pubco stockholders party to the Investor Rights Agreement will acknowledge and agree to be bound by certain transfer restrictions on its shares of Pubco Common Stock and certain other equity securities of Pubco during the 12-month period following the Closing Date. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements—Investor Rights Agreement.”

Company Holders Support Agreement

In connection with the execution of the Merger Agreement, CTAC and KORE entered into the Company Holders Support Agreement with Abry Partners VII, L.P, Abry Investment Partnership, L.P., Abry Partners VII Co-Investment Fund, L.P., Abry Senior Equity IV, L.P. and Abry Senior Equity Co-Investment Fund IV, L.P. (the “Requisite KORE Stockholders”). A copy of the Company Holders Support Agreement is attached as Annex E to this proxy statement/prospectus. The Requisite KORE Stockholders collectively hold approximately 61% of KORE’s issued and outstanding common stock. Pursuant to the terms of the Company Holders Support Agreement, the Requisite KORE Stockholders agreed to, among other things, (i) execute and deliver to CTAC a written consent in respect of all the shares of KORE common stock held by such Requisite KORE Stockholders approving the Merger Agreement and the Transactions as soon as reasonably practicable after the registration statement which this proxy statement/prospectus forms a part of is declared effective under the Securities Act, (ii) be bound by the same non-solicitation covenants as are applicable to KORE under the Merger Agreement and (iii) not to, directly or indirectly, transfer, pledge, encumber, place a lien on, assign, hedge, swap, covert, or otherwise dispose of any of its shares, enter into any contract or option with respect to a transfer, publicly announce any intention to effect any transfer or take any action that would have the effect of materially delaying, preventing or disabling such Requisite KORE Stockholder from performing its obligations under the Company Holders Support Agreement, subject to certain exceptions. The Requisite KORE Stockholders represented that as of the date of the Company Holders Support Agreement, such stockholders owned a number of shares of KORE stock equal to or greater than the Drag-Along Threshold (as such term is defined in the KORE Stockholders Agreement) and agreed to take, or cause to be taken, all actions, and cooperate with other parties, to cause the

Transactions to be treated as a “Drag-Along Sale” in accordance with Section 3 of the KORE Stockholders Agreement. KORE’s remaining approximately 17 stockholders, who account for approximately 39% of KORE’s issued and outstanding common stock, are not bound by the Company Holder Support Agreement to provide written consents approving the Merger Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements—Company Holders Support Agreement.”

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, CTAC, the Sponsor and KORE entered into the Sponsor Support Agreement, a copy of which is attached as Annex H to this proxy statement/prospectus. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed to, among other things: (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 or CTAC 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 Sponsor upon consummation of the Transactions. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements—Sponsor Support Agreement.”

Subscription Agreements

to, among other things, the satisfaction of each condition precedent to the Closing set forth in the Merger Agreement, all representations and warranties of CTAC contained in each Subscription Agreement being true and correct in all material respects at and as of the Closing Date, satisfaction, performance and compliance by CTAC and each PIPE Investor in all material respects with the covenants, agreements and conditions contained therein, and no amendment or modification of, or waiver with respect to CTAC’s obligation to effect the Closing under, the Merger Agreement having occurred that would reasonably be expected to materially and adversely affect the economic benefits of each PIPE Investor without having received such PIPE Investor’s prior written consent. Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreements against CTAC with respect to the trust account. For additional information, see “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination— Subscription Agreements.”

Backstop Financing

As of the date of this proxy statement/prospectus, KORE Wireless and an affiliate of Fortress Credit Corp. have entered into the backstop financing agreement filed as Exhibit 10.14 to the registration statement of which this proxy statement/prospectus forms a part, pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”), if necessary, to help satisfy the minimum cash condition at Closing. The facility provides KORE with the ability, at its option and with the consent of Pubco, to borrow up to $120 million as necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General— Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE would issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. The Backstop Notes will bear interest at the rate of 5.5% per annum, payable in cash on a semi-annual basis in arrears, and mature on the seventh anniversary of issuance and, upon consummation of the Merger, will be exchangeable at any time, at the discretion of the noteholder, for shares of Pubco Common Stock at $12.50 per share. The Backstop Notes will be redeemable by KORE at par plus a make-whole premium at any time after the second-year anniversary of funding, subject to the share price of Pubco Common Stock trading at or above 130% of the effective conversion price for 20 of 30 consecutive trading days. The make-whole premium would be payable in cash, shares, or a combination thereof, at KORE’s election. The Backstop Notes would be subject to resale registration rights and a maintenance based total leverage covenant.

In connection with the Backstop Financing, CTAC has waived the debt incurrence covenant in the Merger Agreement solely to permit KORE to enter into the Backstop Financing and will be deemed to waive such debt incurrence covenant to permit KORE to utilize the Backstop Financing upon consenting to such utilization. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination— Backstop Financing” for key terms of the Backstop Notes.

Incentive Plan

The purpose of the Incentive Plan is to enhance Pubco’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Pubco by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The CTAC Board believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified directors, employees, consultants, and other service providers who help Pubco meet its goals.

Shares Available Under the Incentive Plan

forfeiture thereof, (3) in payment of restricted stock units (“RSUs”), (4) in payment of performance awards that have been earned, or (5) as other stock-based awards (“Other Stock-Based Awards”), will not exceed 10% of the Pubco Common Stock outstanding as of the closing, plus the number of shares that again become available for issuance under the Incentive Plan in accordance with the recycling provisions of the Incentive Plan (“Share Reserve”). Unless the Compensation Committee acts, prior to the first day of a given fiscal year, to provide otherwise, the Share Reserve will be increased each fiscal year during the term of the Incentive Plan commencing with the 2022 fiscal year by the lesser of (x) 5% of the Share Reserve outstanding on the last day of the immediately preceding fiscal year and (y) such fewer number of Pubco Common Stock as determined by the Compensation Committee. Shares issued or transferred under the Incentive Plan may be shares of original issuance or treasury shares or a combination of both.

In the event that an entity acquired by us or with which we combine has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition, merger or other combination, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards under the Incentive Plan made after such acquisition or merger; provided, however, that awards using such acquired available shares may not be made after the deadline for new awards or grants under the terms of the acquired company’s equity incentive plan, and may only be made to individuals who were not employees or directors of Pubco or any of Pubco’s subsidiaries prior to such acquisition, merger or other combination.

Subject to adjustment as provided in the Incentive Plan, the aggregate number of shares of Pubco Common Stock for which ISOs may be granted will not exceed the Share Reserve. Further, no non-employee member of Pubco’s board of directors will be paid compensation (including awards under the Incentive Plan, determined based on the fair market value of such awards as of the grant date, as well as any retainer fees, but excluding any amounts paid in respect of a director’s first year of service, and excluding any special committee fees) totaling more than $750,000 in respect of any single fiscal year (the “Non-Employee Director Compensation Limit”).

For additional information, please see section entitled “Proposal No. 4—To consider and vote on a proposal to approve the Pubco 2021 Incentive Award Plan.”

Impact of the Business Combination on Pubco’s Public Float

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 (iii) 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) 10% of the Pubco Common Stock outstanding as of the Closing will be reserved pursuant to the Incentive Plan and (ii) 8,911,745 Pubco warrants will be issued and outstanding.


	Assuming No Redemptions			Assuming Maximum Redemptions (Without Backstop)			Assuming Maximum Redemptions (With Backstop)
Sponsor and certain affiliates		8.1	%		9.5	%		10.8	%
Public Shareholders		28.7	%		15.7	%		3.7	%
PIPE Investors		24.9	%		29.5	%		33.7	%
Former KORE Stockholders		38.3	%		45.3	%		51.8	%

Pubco Warrant Redemptions

Pubco warrants are redeemable for Cash when the price per share of Pubco Common Stock equals or exceeds $18.00.

Once the warrants become exercisable, Pubco may call the warrants for redemption (except as described herein with respect to the private placement of warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and

•

if, and only if, the closing price of Pubco Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which Pubco sends the notice of redemption to the warrant holders.

current prospectus relating to those shares of Pubco Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by Pubco, Pubco may exercise its redemption right even if Pubco is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We had established the last of the redemption criterion discussed above to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and Pubco issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of Pubco Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Pubco warrants are redeemable for Cash when the price per share of Pubco Common Stock equals or exceeds $10.00.

Once the warrants become exercisable, Pubco may call the warrants for redemption:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below based on the redemption date and the “fair market value” of shares of Pubco Common Stock (as defined below) except as otherwise described below;

•

if, and only if, the closing price of Pubco Common Stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within the thirty (30)-trading day period ending three trading days before Pubco sends the notice of redemption to the warrant holders; and

•

if the closing price of Pubco Common Stock for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of Pubco Common Stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by Pubco pursuant to this redemption feature, based on the “fair market value” of shares of Pubco Common Stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of shares of Pubco Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. Pubco will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.


Redemption Date	Fair Market Value of Pubco Common Stock
(period to expiration of warrants)	$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

Organizational Structure (KORE)

LOGO

Matters Being Voted On

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

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:

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

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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;

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

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

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.”

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.

Date, Time and Place of Special Meeting of CTAC’s Shareholders

The special meeting of shareholders of CTAC will be held at the offices of Maples Group at Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands and via live webcast at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time, on September 16, 2021. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, where you will be able to listen to the meeting live and vote during the meeting.

At the special meeting, shareholders will be asked to consider and vote upon the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies if CTAC is not able to consummate the Transactions.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the special meeting if they owned CTAC Class A ordinary shares at the close of business on August 9, 2021, which is the record date for the special meeting. Shareholders will have one vote for each CTAC Class A ordinary share owned at the close of business on the record date. 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. CTAC warrants do not have voting rights. On the record date, there were 33,214,463 CTAC ordinary shares outstanding, of which 26,735,238 were public shares with the rest being held by the Sponsor.

Quorum and Vote of CTAC Shareholders

A quorum of CTAC shareholder is necessary to hold a valid meeting. A quorum will be present at the CTAC special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the

presence of a quorum on all matters. 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.

The Sponsor will own of record, on an as-converted basis, 20% of the outstanding CTAC ordinary shares as of the record date. Such shares, as well as any CTAC ordinary acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

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 require the affirmative vote of a majority of the votes cast by holders of CTAC’s outstanding ordinary shares represented at the special meeting by attendance in person or via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a CTAC shareholder shareholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the NYSE proposal or the adjournment proposal will have no effect on such proposals.

The approval of the Cayman merger proposal requires the affirmative vote of a majority of at least two-thirds of the votes cast by holders of CTAC’s outstanding ordinary shares represented at the special meeting by attendance in person or via the virtual meeting website or by proxy and entitled to vote thereon 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 Cayman merger proposal will have no effect on such proposals.

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 business combination proposal the Cayman merger proposal, the incentive plan proposal or the NYSE proposal are not approved, we will not consummate the Transactions.

Redemption Rights

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 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, calculated as of two business days prior to the Closing. As of August 9, 2021, the record date for the special meeting, this would amount to approximately $10.00 per share. If a public shareholder exercises its redemption rights, then it will be exchanging its Pubco shares for cash and will no longer own the shares. Please see the section entitled “Extraordinary General Meeting of CTAC Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

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 was a “group,” will not be redeemed for cash without the prior consent of CTAC.

The business combination will not be consummated if CTAC has net tangible assets of less than $5,000,001 after taking into account public shareholders that have properly and timely demanded and exercised redemption of their shares for cash.

Holders of CTAC warrants will not have redemption rights with respect to such securities.

Dissenter’s Rights

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 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 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 (i) stockholder of KORE, as the surviving entity of the First Merger or (ii) a member of LLC Merger Sub, as the surviving entity of the Second Merger.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. CTAC has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of CTAC Shareholders—Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

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In considering the recommendation of the CTAC Board to vote in favor of approval of the business combination proposal and the other proposals, shareholders should keep in mind that the Sponsor and certain directors and officers of CTAC have interest in such proposals that are different from, or in addition to, those of CTAC shareholder shareholders generally. In particular, if the Transactions or another business combination are not consummated by October 26, 2022, CTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the CTAC Board, dissolving and liquidating. In such event, the 818,338 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $8,126,096 based upon the closing price of $9.93 per share on the NYSE on August 9, 2021, the record date for the special meeting.

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The Sponsor purchased an aggregate of 818,338 private placement units from CTAC for an aggregate purchase price of $8,183,380 (or $10.00 per private placement unit). These purchases took place on a private placement basis simultaneously with the consummation of the CTAC IPO. Certain proceeds CTAC received from these purchases were placed in the trust account. Such private placement units had an aggregate market value of $8,510,715 based upon the closing price of $10.40 per unit on the NYSE on August 9, 2021, the record date for the special meeting. The 272,779, private placement warrants underlying the private placement units will become worthless if CTAC does not consummate a business combination by October 26, 2022.

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At the Closing, the Sponsor will enter into the Investor Rights Agreement with Pubco and certain former stockholders of KORE, which provides for, among other things, director designation rights,

registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions with respect to the shares of Pubco Common Stock or warrants to purchase shares of Pubco Common Stock held by certain parties following the Closing.

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The Sponsor has agreed not to redeem any of the founder shares in connection with a shareholder vote to approve a proposed initial business combination.

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The Sponsor has agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares (although Sponsor will be entitled to liquidating distributions with respect to any public shares or private placement shares that Sponsor holds) if CTAC fails to complete an initial business combination within the completion window.

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The Sponsor will continue to hold Pubco Common Stock and the shares of Pubco Common Stock to be issued to the Sponsor upon exercise of its private placement warrants following the Closing, subject to certain lock-up periods.

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Certain CTAC directors and officers have an indirect economic interest in the founder shares and private placement warrants purchased by Sponsor as a result of their membership interest in the Sponsor, which would expire worthless if a business combination does not occur within the completion window.

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Mr. Palmer and Mr. Donahue will each become a director of Pubco after the closing of the Transactions. As such, in the future they will be eligible to receive compensation that the Pubco board of directors determines to pay to its non-employee directors. For additional information, see “Management of Pubco Following the Business Combination—Non-Employee Directors.”

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If CTAC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by CTAC for services rendered or contracted for or products sold to CTAC.

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CTAC’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on CTAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if CTAC fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, CTAC may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

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Current directors and officers will continue to benefit from indemnification and the continuation of directors’ and officers’ liability insurance.

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. In considering the recommendations of the CTAC Board to vote for the proposals, its shareholders should consider these interests. These interests are described under “Interests of Directors and Executive Officers in the Business Combination.”

Certain Engagements in Connection with the Business Combination and Related Transactions

Goldman Sachs & Co. LLC (“Goldman Sachs”) was engaged by CTAC to act as financial advisor to CTAC in connection with the business combination and will receive compensation in connection therewith. Cowen and Company LLC (“Cowen”) was engaged by KORE to act as its exclusive financial advisor to KORE in

connection with the business combination or a similar strategic transaction and will receive compensation in connection therewith.

CTAC also engaged Goldman Sachs to act as co-placement agent with Cowen on its $225 million PIPE. Goldman Sachs and Cowen will receive fees and expense reimbursements in connection therewith. Goldman Sachs provided the CTAC board of directors with a disclosure letter describing the various roles that Goldman Sachs has served in with KORE and any other material relationships that Goldman Sachs has with KORE. In addition, Cowen disclosed to the CTAC board of directors the various roles that Cowen has served in with KORE and any other material relationships that Cowen has with KORE.

Each of Goldman Sachs (together with its affiliates) and Cowen (together with its affiliates) is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investing, hedging, market making, brokerage and other financial and non-financial activities and services. In addition, Goldman Sachs and Cowen, and each of their respective affiliates, may provide investment banking and other commercial dealings to CTAC, KORE and their respective affiliates in the future, for which they would expect to receive customary compensation.

In addition, in the ordinary course of its business activities, each of Goldman Sachs and Cowen, and their respective affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of CTAC or KORE, or their respective affiliates. Each of Goldman Sachs and Cowen, and their respective affiliates, may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Board of Directors Following the Business Combination

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 Directors”), (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)

(b)

(c)

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 3 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 the board of directors of Pubco selects the CEO to serve as the chairperson of the board of directors 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 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.

Recommendation to Shareholders

The CTAC Board believes that the business combination proposal, the Cayman merger proposal and the other proposals to be presented at the special meeting are advisable and in the best interest of CTAC’s shareholders and unanimously recommends that its shareholders 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 “FOR” the proposals presented at the special meeting.

Conditions to Closing of Transactions

Conditions to the Obligations of Each Party

The obligations of each party to the Merger Agreement to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by KORE and CTAC:

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(i) the applicable waiting period(s) under the HSR Act in respect of the Transactions (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the U.S. Federal Trade Commission and/or the U.S. Department of Justice, as applicable) shall have expired or been terminated, (ii) the New Zealand Overseas Investment Office shall have granted approval to the Transactions by decision, on conditions mutually acceptable to KORE and CTAC, each acting reasonably, pursuant to the Overseas Investment (Urgent Measures) Amendment Act 2020 and (iii) the Treasurer of the Commonwealth of Australia (“Treasurer”) (or the Treasurer’s delegate) shall have provided a written no objection notification in respect of the Transactions, either without conditions or without imposing any conditions that are not reasonably satisfactory to the parties, or following the notification to the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), the applicable time limit on making orders and decisions has expired (provided, that with respect to the condition in this clause (iii), KORE and CTAC have determined that a filing is not required and have each agreed to waive this requirement);

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there will not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, enjoining or prohibiting the consummation of the Transactions;

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CTAC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after redemptions by CTAC shareholder shareholders;

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CTAC shareholders’ approval of the business combination proposal and the Cayman merger proposal, as described in this proxy statement/prospectus, will have been obtained in accordance with the Companies Act, the amended and restated memorandum and articles of association and the rules and regulations of the NYSE (“CTAC Shareholder Approval”);

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the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

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the Available Closing CTAC Cash and freely available cash in the bank accounts of KORE and its subsidiaries being not less than $345,000,000; and

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KORE stockholders’ approval of the Merger Agreement and the Transactions will have been obtained in accordance with the DGCL and KORE’s governing documents (“KORE Stockholder Approval”).

Conditions to the Obligations of the CTAC Parties

The obligations of the CTAC Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by CTAC:

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certain of the representations and warranties of KORE pertaining to its corporate organization, due authorization and brokers’ fees will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date (except to the extent such representation and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date);

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certain representations and warranties of KORE pertaining to its capitalization will be true and correct as of the Closing Date other than de minimis inaccuracies, provided that this condition will be deemed satisfied so long as such inaccuracy does not increase the Closing Cash Consideration or the Closing Share Consideration;

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the representations and warranties of KORE pertaining to absence of a Material Adverse Effect will be true and correct in all respects as of the Closing Date;

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each of the remaining representations and warranties of KORE will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect;

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each of the covenants and agreements of KORE to be performed in the Merger Agreement and Company Holders Support Agreement as of or prior to the Closing will have been performed in all material respects (subject to a cure period ending on the 20^th day after written notice of the beach has been delivered by CTAC or, if earlier, the termination date of the Merger Agreement);

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KORE will have delivered to CTAC a certificate signed by an officer of KORE, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the foregoing conditions have been fulfilled; and

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no default or event of default shall have occurred and be continuing under the KORE Credit Agreement.

Conditions to the Obligations of KORE

The obligations of KORE to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by KORE:

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each of the representations and warranties of the CTAC Parties regarding its capitalization, as provided for in the Merger Agreement, will be true and correct other than de minimis inaccuracies as of the Closing Date, as though then made;

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each of the remaining representations and warranties of the CTAC Parties will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date);

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each of the covenants and agreements of the CTAC Parties to be performed in the Merger Agreement and Sponsor Support Agreement as of or prior to the Closing will have been performed in all material respects (subject to a cure period ending on the earlier of the 20^th day after written notice of the breach has been delivered by KORE); and

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CTAC will have delivered to KORE a certificate signed by an officer of CTAC, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the foregoing conditions have been fulfilled.

Each of the foregoing conditions to the parties’ obligations under the Merger Agreement may be waived, in whole or in part, by CTAC and/or KORE, depending on the party or parties benefiting from the condition. There is a risk that these conditions will not be satisfied and the PIPE Investment may not be funded when required. As of the date of this proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been made in the event the PIPE Investment is not available. As a result, failure to consummate the PIPE Investment (or the failure by CTAC and KORE to waive the related minimum available cash condition), could delay or prevent the closing of the business combination.

Anticipated Accounting Treatment

The business combination will be accounted for as a reverse recapitalization for which KORE has been determined to be the accounting acquirer (the “Reverse Recapitalization”). As the business combination will be accounted for as a Reverse Recapitalization, no goodwill or other intangible assets will be recorded, in accordance with GAAP. Under this method of accounting, CTAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization will be treated as the equivalent of KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of KORE.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division or the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Request For Additional Information and Documentary Materials (a “Second Request”) within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On March 25, 2021, CTAC and KORE filed the required forms under the HSR Act with the Antitrust Division and the FTC. The initial 30-day waiting period with respect to the Transactions, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is scheduled to expire at 11:59 p.m. Eastern Time on Monday April 26, 2021 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither CTAC nor KORE is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act and the issuance of a decision order under the OI Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

Each of CTAC and Pubco is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Pubco’s securities less attractive as a result, there may be a less active trading market for Pubco’s securities and the prices of its securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Each of CTAC and Pubco has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, CTAC and Pubco, as emerging growth companies, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of CTAC’s and Pubco’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Pubco will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the CTAC IPO, (b) in which Pubco has total annual gross revenue of at least $1.07 billion, or (c) in which Pubco is deemed to be a large accelerated filer, which means the market value of Pubco’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Pubco has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

These risk factors include, but are not limited to, the following:

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KORE is dependent on new products and services, and if it is unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, KORE’s customer base may decline or fail to grow as anticipated.

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The 5G market may take longer to materialize than KORE expects or, if it does materialize rapidly, KORE may not be able to meet the development schedule and other customer demands.

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If KORE is unable to support customers with low latency and/or high throughput IoT use cases, its revenue growth and profitability will be harmed.

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If KORE is unable to effectively manage its increasingly diverse and complex businesses and operations, its ability to generate growth and revenue from new or existing customers may be adversely affected.

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The loss of KORE’s largest customers, particularly its single largest customer could significantly impact its revenue and profitability.

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KORE’s financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic.

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KORE’s products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors.

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If there are interruptions or performance problems associated with the network infrastructure used to provide KORE’s services, customers may experience service outages, this may impact its reputation and future sales.

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KORE’s inability to adapt to rapid technological change in its markets could impair its ability to remain competitive and adversely affect its results of operations.

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The market for the products and services that KORE offers is rapidly evolving and highly competitive. KORE may be unable to compete effectively.

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If KORE is unable to protect its intellectual property and proprietary rights, its competitive position and its business could be harmed.

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Failure to maintain the security of KORE’s information and technology networks, including information relating to its customers and employees, could adversely affect KORE. Furthermore, if security breaches in connection with the delivery of KORE’s services allow unauthorized third parties to obtain control or access of its solutions, KORE’s reputation, business, results of operations and financial condition could be harmed.

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KORE’s internal and customer-facing systems, and systems of third parties they rely upon, may be subject to cybersecurity breaches, disruptions, or delays.

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KORE is subject to evolving privacy laws in the United States and other jurisdictions that are subject to potentially differing interpretations and which could adversely impact its business and require that it incur substantial costs.

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Some of KORE’s products rely on third party technologies, which could result in product incompatibilities or harm availability of its products and services.

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KORE may not be able to maintain and expand its business if it is not able to hire, retain and manage additional qualified personnel.

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KORE faces risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to its international operations.

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KORE may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm its business and results of operations.

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KORE’s management has identified internal control deficiencies that may be considered significant deficiencies or potential material weaknesses in its internal control over financial reporting.

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The Sponsor has agreed to vote in favor of the business combination, regardless of how CTAC’s public shareholders vote.

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The Sponsor, certain members of the CTAC Board and certain CTAC officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

•

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

CTAC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

The information presented below as of December 31, 2020 is derived from CTAC’s audited consolidated financial statements (As Restated) included elsewhere in this proxy statement/ prospectus for the period from September 8, 2020 (inception) through December 31, 2020 and the balance sheet data as of December 31, 2020. CTAC’s condensed balance sheet data as of March 31, 2021 and condensed statement of operations data for the three months ended March 31, 2021 is derived from CTAC’s unaudited condensed financial statements for the three months ended March 31, 2021, included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CTAC’s historical consolidated financial statements and accompanying footnotes, included elsewhere in this prospectus.

CTAC

(in 000’s)


	As of March 31, 2021			As of December 31, 2020 (As Restated)
ASSETS
Current assets
Cash	$	1,735		$	1,936
Prepaid expenses		626			726

Total current assets		2,361			2,662
Investments held in Trust Account		259,180			259,173

Total Assets	$	261,541		$	261,835

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	145		$	67
Due to related party		602			167
Accrued expenses		2,646			724

Total current liabilities		3,393			958
Deferred underwriting commissions		9,071			9,071
Warrant liability		9,357			12,031

Total liabilities		21,821			22,060

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 23,477,448 shares subject to possible redemption at $10.00 per share		234,719			234,774
Stockholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,257,790 shares issued and outstanding (excluding 23,477,448 shares subject to possible redemption)		1			1
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,479,225 shares issued and outstanding		1			1
Additional paid — in capital		9,949			9,893
Retained earnings (deficit)		(4,950	)		(4,894	)

Total stockholders’ equity		5,001			5,001

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT		261,541			261,835


Statement of Operations (in 000’s, except share and per share amounts)	For the three months ended March 31, 2021			Period from September 8, 2020 (inception) through December 31, 2020 (As Restated)
General and administrative expenses	$	2,301		$	515
General and administrative expenses — related party		435			158

Loss from operations		(2,736	)		(673	)
Other (expense) income
Change in fair value of warrants		2,674			(3,779	)
Offering costs attributable to warrants		—			(446	)
Net gain from investments held in Trust Account		6			4

Net loss	$	(56	)	$	(4,894	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		26,735,238			26,386,269

Basic and diluted net income per ordinary share, Class A ordinary shares	$	—		$	—

Basic and diluted weighted average shares outstanding of Class B ordinary shares		6,479,225			6,355,484

Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.01	)	$	(0.77	)

Statement of Cash Flows

(in 000’s)


	For the three months ended March 31, 2021			Period from September 8, 2020 (inception) through December 31, 2020 (As Restated)
Net cash used in operating activities	$	(200,385	)	$	(842	)
Net cash used in investing activities		—			(259,169	)
Net cash provided by financing activities		—			261,947

KORE’S SUMMARY HISTORICAL FINANCIAL INFORMATION

The information presented below is derived from KORE’s audited consolidated financial statements included elsewhere in this proxy statement/ prospectus for the fiscal years ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 and 2019. KORE’s condensed balance sheet data as of March 31, 2021 and condensed statement of operations and cash flows data for the three months ended March 31, 2021 and March 31, 2020 are derived from KORE’s unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and March 31, 2020, respectively, included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and KORE’s historical consolidated financial statements and accompanying footnotes, included elsewhere in this prospectus.

KORE

(in 000’s, except share and per share amounts)


	As of March 31, 2021			As of December 31, 2020			As of December 31, 2019
ASSETS
Current assets
Cash and equivalents	$	13,134		$	10,321		$	8,295
Accounts receivable, net		42,210			40,661			34,803
Inventories, net		6,627			5,842			2,710
Prepaid expenses and other receivables		10,811			5,429			3,331

Total current assets		72,782			62,253			49,139
Non-current assets:
Restricted cash		372			372			397
Property and equipment, net		13,338			13,709			15,311
Intangible assets, net		229,926			240,203			276,902
Goodwill		382,283			382,749			382,247
Deferred tax assets		122			122			37
Other long-term assets		2,595			611			813

Total non-current assets		628,636			637,766			675,707

Total Assets	$	701,418		$	700,019		$	724,846

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Revolving credit facility	$	20,000		$	—		$	—
Bank indebtedness		—			—			8,300
Accounts payable		19,515			22,978			15,962
Accrued liabilities		8,685			17,209			11,934
Income taxes payable		406			244			290
Current portion of capital lease obligations		504			856			828
Deferred revenue		7,634			7,772			6,068
Current portion of term loan payable		3,153			3,161			3,248

Total current liabilities		59,897			52,220			46,630
Long-term liabilities
Deferred tax liabilities		41,393			42,840			48,915
Due to related parties		1,539			1,615			1,472
Warrant liability		13,520			15,944			8,459
Capital lease obligations		420			508			484
Term loan payable, net		298,010			298,404			299,734
Other long-term liabilities		4,194			4,377			2,917

Total long-term liabilities		359,076			363,688			361,981

Total liabilities	$	418,973		$	415,908		$	408,611

Commitments and Contingencies
Temporary equity:
Series A Preferred Stock; par value $1,000 per share; 42,800 shares authorized; 42,750 shares issued and outstanding at March 31, 2021 and December 31, 2020 and 2019		80,048			77,562			68,360
Series A-1 Preferred Stock; par value $1,000 per share; 80,000 shares authorized; 60,013 shares issued and outstanding at March 31, 2021 and December 31, 2020 and 2019		81,287			78,621			69,495
Series B Preferred Stock; par value $1,000 per share; 57,000 shares authorized; 57,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 and 2019		93,151			90,910			82,388
Series C Convertible Preferred Stock; par value $1,000 per share; 45,000 shares authorized; 16,802 shares issued and outstanding at March 31, 2021, December 31, 2020 and 2019		16,802			16,802			16,802

Total temporary equity		271,288			263,895			236,995
Stockholders’ Equity:
Common stock, voting; par value $0.1 per share; 400,000 shares authorized; 217,619, 217,619 and 217,819 shares issued and outstanding at March 31, 2021, December 31, 2020 and December 31, 2019, respectively		2			2			2
Additional paid-in capital		128,539			135,617			161,556
Accumulated other comprehensive loss		(2,577	)		(1,677	)		(3,793	)
Accumulated deficit		(114,807	)		(113,726	)		(78,525	)

Total stockholders’ equity		11,157			20,216			79,240

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY	$	701,418		$	700,019		$	724,846

KORE

(in 000’s, except share and per share amounts)


	Period ending March 31, 2021			Period ending March 31, 2020			Period ending December 31, 2020			Period ending December 31, 2019
Revenue:
Services	$	45,062		$	42,305		$	172,845		$	159,425
Products		10,235			7,673			40,915			9,727

Total revenues		55,297			49,978			213,760			169,152
Cost of revenues:
Cost of services		16,211			16,535			64,520			57,621
Cost of products		8,161			5,909			33,410			6,044

Total cost of revenues (exclusive of depreciation and amortization shown separately below)	$	24,372		$	22,444		$	97,930		$	63,665

Operating expenses:
Selling, general and administrative		17,521			15,322			72,883			65,298
Depreciation and amortization		13,114			12,057			52,488			48,131
Intangible asset impairment loss		—			—			—			3,892

Total operating expenses		30,635			27,379			125,371			117,321

Operating income (loss)		290			155			(9,541	)		(11,834	)
Interest expense, including amortization of debt issuance costs, net		(5,059	)		(6,583	)		(23,493	)		(24,785	)
Change in fair value of warrant liabilities		2,424			1,912			(7,485	)		235

Loss before income taxes		(2,345	)		(4,516	)		(40,519	)		(36,384	)
Income tax provision (benefit)
Current		102			231			1,051			(1,450	)
Deferred		(1,366	)		(1,979	)		(6,369	)		(11,491	)

Total income tax benefit		(1,264	)		(1,748	)		(5,318	)		(12,941	)

Net loss	$	(1,081	)	$	(2,768	)	$	(35,201	)	$	(23,443	)

Weight average shares outstanding
Weighted average common shares outstanding – basic and diluted		227,433			227,523			227,455			224,000
Net loss per common share
Net loss per share attributable to shareholder	$	(37.26	)		(41.39	)	$	(273.03	)	$	(201.29	)

Statement of Cash Flows

(in 000’s)


	For the three months ended March 31, 2021			For the three months ended March 31, 2020			For the Year Ended December 31, 2020			For the Year Ended December 31, 2019
Net cash provided by (used in) Operating Activities	$	(12,320	)	$	(3,031	)	$	26,471		$	14,253
Net cash used in Investing Activities		(3,091	)		(2,672	)		(11,603	)		(50,370	)
Net cash provided by (used in) Financing Activities		18,291			20,120			(12,718	)		36,998

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Unaudited Pro Forma Information”) gives effect to the business combination. The business combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CTAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the business combination will be reflected as the equivalent of KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the business combination will be those of KORE. The summary unaudited pro forma combined balance sheet data as of March 31, 2021 gives effect to the business combination as if it had occurred on March 31, 2021. The summary unaudited pro forma combined statements of operations data for the three months ended March 31, 2021 and for the year ended December 31, 2020 gives effect to the business combination as if it had occurred on January 1, 2020.

The following Summary Unaudited Pro Forma Information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The Summary Unaudited Pro Forma Information has been derived from, and should be read in conjunction with, the following information appearing elsewhere in this proxy statement/prospectus:

•

the historical financial statements and related notes of KORE and CTAC for the applicable periods;

•

the sections entitled “CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

•

the more detailed Unaudited Pro Forma Information included in the section entitled “Unaudited Pro Forma Combined Financial Information;”

•

the accompanying notes to the Unaudited Pro Forma Combined Financial Information; and

•

the other financial information included elsewhere in the proxy statement/prospectus.

The Summary Unaudited Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the Summary Unaudited Pro Forma Information does not purport to project the future financial position or operating results of Pubco.

The Summary Unaudited Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

•

Assuming No Redemptions: Assuming that no public shareholders of CTAC exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

•

Assuming Maximum Redemptions without utilization of Backstop: Assuming that CTAC shareholders holding 13.9 million or 59% of the outstanding CTAC Class A ordinary shares subject to redemption will exercise their redemption rights (representing the maximum redemptions consistent with satisfying the $345.0 million minimum available cash condition if there is no freely available cash held by KORE and its subsidiaries at Closing and redemption occurs at $10.00 per share). Absent utilization of the Backstop Financing, if CTAC’s shareholders holding more than 59% of CTAC Class A ordinary shares subject to redemption duly exercise their redemption rights, and if KORE and its subsidiaries have no freely available cash at Closing, the business combination will not be consummated unless the Backstop Financing is utilized or minimum cash condition is waived by both CTAC and KORE. As of the

date of this proxy statement/ prospectus, neither CTAC nor KORE intends to waive the minimum cash condition, however, both parties reserve the right to do so. The decision to utilize the Backstop Financing or waive the minimum cash condition, which each of CTAC and KORE is entitled to make in its sole discretion and independently of each other, will depend on a number of factors, including the total number of redemptions, and the amount of freely available cash at KORE and its subsidiaries at the time that the decision is made. In the event that the Backstop Financing is utilized, or the minimum cash condition is waived by both CTAC and KORE, CTAC intends to promptly notify its shareholders by issuing a press release. However, CTAC does not intend to seek additional shareholder approval or to extend the time for the exercise of redemption rights if the Backstop Financing is utilized or the minimum cash condition is waived.

•

Assuming Maximum Redemptions with Backstop: Assuming that (i) CTAC shareholders holding 23.5 million, or 100% of the outstanding CTAC Class A ordinary shares subject to redemption, will exercise their redemption rights (assuming redemption occurs at $10.00 per share) and (ii) Backstop Financing in the form of senior unsecured convertible notes in the aggregate principal amount of up to $120 million is available towards the satisfaction of the minimum cash condition. The Merger Agreement includes as a condition to closing the business combination that, at the closing, CTAC will have a (i) minimum of $345.0 million in cash comprising cash available (after shareholder redemptions) in CTAC’s trust account, plus the proceeds from the PIPE Investment, and cash freely available in KORE’s and its subsidiaries’ bank accounts and (ii) a minimum of $5.0 million of net tangible assets. Assuming (i) the PIPE Investment and the Backstop Financing are funded in accordance with their respective terms and (ii) shareholders holding 100% of CTAC’s Class A ordinary shares subject to redemption elect to redeem their CTAC Class A ordinary shares, the $345.0 minimum cash condition will be satisfied.


	Pro Forma Combined (Assuming No Redemption)			Pro forma Combined (Assuming Maximum Redemption without utilization of Backstop)			Pro forma Combined (Assuming Maximum Redemption with Backstop)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
Quarter Ended March 31, 2021 (in thousands except share and per share data)
Revenue	$	55,297		$	55,297		$	55,297
Net loss per share – basic and diluted	$	(0.06	)	$	(0.07	)	$	(0.09	)
Weighted-average common shares outstanding – basic and diluted		90,297,563			76,379,577			66,825,701


	Pro Forma Combined (Assuming No Redemption)			Pro Forma Combined (Assuming Maximum Redemption without utilization of Backstop)			Pro forma Combined (Assuming Maximum Redemption with Backstop)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
Fiscal Year Ended December 31, 2020 (in thousands except share and per share data)
Revenue	$	213,760		$	213,760		$	213,760
Net loss per share – basic and diluted	$	(0.38	)	$	(0.46	)	$	(0.56	)
Weighted-average common shares outstanding – basic and diluted		90,297,563			76,379,577			66,825,701


	Pro Forma Combined (Assuming No Redemption)		Pro forma Combined (Assuming Maximum Redemption without utilization of Backstop)		Pro forma Combined (Assuming Maximum Redemption with Backstop)
Summary Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of March 31, 2021 (in thousands)
Total assets . . . . . . . . . . . . . . . . . . . .	$	822,499	$	703,319	$	703,319
Total liabilities . . . . . . . . . . . . . . . . . .	$	356,378	$	375,923	$	469,462
Total stockholders’ equity . . . . . . . . .	$	466,121	$	327,396	$	233,857

COMPARATIVE PER SHARE DATA

The following table sets forth summary historical comparative share information for CTAC and KORE and unaudited pro forma combined per share information after giving effect to the business combination. The pro forma book value per share information reflects the business combination as if it had occurred on March 31, 2021. The weighted average shares outstanding and net earnings per share information reflect the business combination as if it had occurred on January 1, 2020.

The unaudited pro forma combined earnings per share information should be read in conjunction with, the historical financial statements and related notes of CTAC and KORE for the applicable periods included in this proxy statement/prospectus, the sections entitled “CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the more detailed pro forma information included in the section entitled “Unaudited Pro Forma Combined Financial Information” and related notes, and the other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined earnings per share information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the unaudited pro forma combined book value per share information does not purport to project the future financial position or operating results of the post-combination company.

The Summary Unaudited Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption of CTAC ordinary shares into cash:

•

Assuming No Redemptions: Assuming that no public shareholders of CTAC exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

•

Assuming Maximum Redemptions without utilization of Backstop: Assuming that CTAC shareholders holding 13.9 million or 59% of the outstanding CTAC Class A ordinary shares subject to redemption will exercise their redemption rights (representing the maximum redemptions consistent with satisfying the $345.0 million minimum available cash condition if there is no freely available cash held by KORE and its subsidiaries at Closing and redemption occurs at $10.00 per share). Absent utilization of the Backstop Financing, if CTAC’s shareholders holding more than 59% of CTAC Class A ordinary shares subject to redemption duly exercise their redemption rights, and if KORE and its subsidiaries have no freely available cash at Closing, the business combination will not be consummated unless the Backstop Financing is utilized or minimum cash condition is waived by both CTAC and KORE. As of the date of this proxy statement/ prospectus, neither CTAC nor KORE intends to waive the minimum cash condition, however, both parties reserve the right to do so. The decision to utilize the Backstop Financing or waive the minimum cash condition, which each of CTAC and KORE is entitled to make in its sole discretion and independently of each other, will depend on a number of factors, including the total number of redemptions, and the amount of freely available cash at KORE and its subsidiaries at the time that the decision is made. In the event that the Backstop Financing is utilized, or the minimum cash condition is waived by both CTAC and KORE, CTAC intends to promptly notify its shareholders by issuing a press release. However, CTAC does not intend to seek additional shareholder approval or to extend the time for the exercise of redemption rights if the Backstop Financing is utilized or the minimum cash condition is waived.

•

Assuming Maximum Redemptions with Backstop: Assuming that (i) CTAC shareholders holding 23.5 million, or 100% of the outstanding CTAC Class A ordinary shares subject to redemption, will exercise their redemption rights (assuming redemption occurs at $10.00 per share) and (ii) Backstop Financing in the form of senior unsecured convertible notes in the aggregate principal amount of up to $120 million is available to satisfy the minimum cash condition. The Merger Agreement includes as a

condition to closing the business combination that, at the closing, CTAC will have a (i) minimum of $345.0 million in cash comprising cash available (after shareholder redemptions) in CTAC’s trust account, plus the proceeds from the PIPE Investment, and cash freely available in KORE’s and its subsidiaries’ bank accounts and (ii) a minimum of $5.0 million of net tangible assets. Assuming (i) the PIPE Investment and the Backstop Financing are funded in accordance with their respective terms and (ii) shareholders holding 100% of CTAC’s Class A ordinary shares subject to redemption elect to redeem their CTAC Class A ordinary shares, the $345.0 minimum cash condition will be satisfied.


							Unaudited Combined Pro Forma
	Maple (Historical)			CTAC (Historical)			Assuming No Redemption			Assuming Maximum Redemption without utilization of Backstop			Assuming Maximum Redemption with Backstop
As of and for the Quarter ended March 31, 2021
Book Value per share ⁽¹⁾	$	49.06		$	0.15		$	5.16		$	4.29		$	3.50
Weighted average shares outstanding of common stock – basic and diluted		227,433			26,735,238			90,297,563			76,379,577			66,825,701
Weighted average shares outstanding of common stock – basic and diluted					6,479,225
Net loss per share of Class A common stock – basic and diluted	$	(37.26	)	$	—		$	(0.06	)	$	(0.07	)	$	(0.09	)
Net loss per share of Class B common stock – basic and diluted	$	—		$	(0.01	)	$	—		$	—		$	—

(1)	Book value per share = Total stockholders’ equity/weighted average shares outstanding of all classes of common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express CTAC’s and KORE’s opinions, expectations, beliefs, plans, objectives, assumptions, forecasts or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs and current expectations and projections concerning, among other things, the Transactions, the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which KORE operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, forecasts and projections concerning future events impacting CTAC and KORE.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•

our ability to develop and introduce new products and services successfully;

•

our ability to compete in the market in the market in which we operate;

•

our ability to meet the price and performance standards of the evolving 5G New Radio products and technologies;

•

our ability to expand our customer reach/reduce customer concentration;

•

our ability to grow the IoT and mobile portfolio outside of North America;

•

our ability to make scheduled payments on or to refinance our indebtedness;

•

our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations;

•

our ability to develop and maintain strategic relationships to expand into new markets;

•

our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business;

•

our reliance on third parties to manufacture components of our solutions;

•

our ability to accurately forecast customer demand and timely delivery of sufficient product quantities;

•

our reliance on sole source suppliers for some products and devices used in our solutions;

•

the continuing impact of uncertain global economic conditions on the demand for our products;

•

the impact of geopolitical instability on our business;

•

the emergence of global public health emergencies, such as the outbreak of the 2019 novel coronavirus, now known as “COVID-19,” which could extend lead times in our supply chain and lengthen sales cycles with our customers;

•

direct and indirect effects of COVID-19 on our employees, customers and supply chain and the economy and financial markets;

•

the impact that new or adjusted tariffs may have on the costs of components or our products, and our ability to sell products internationally;

•

our ability to be cost competitive while meeting time-to-market requirements for our customers;

•

our ability to meet the product performance needs of our customers in wireless broadband data access markets;

•

demand for software-as-a-service telematics solutions;

•

our dependence on wireless telecommunication operators delivering acceptable wireless services;

•

the outcome of any pending or future litigation, including intellectual property litigation;

•

infringement claims with respect to intellectual property contained in our solutions;

•

our continued ability to license necessary third-party technology for the development and sale of our solutions;

•

the introduction of new products that could contain errors or defects;

•

conducting business abroad, including foreign currency risks;

•

the pace of 5G wireless network rollouts globally and their adoption by customers;

•

our ability to make focused investments in research and development;

•

our ability to hire, retain and manage additional qualified personnel to maintain and expand our business.

•

CTAC’s ability to complete the business combination, or, if CTAC does not consummate such business combination, any other initial business combination;

•

satisfaction or waiver (if applicable) of the conditions to the Transactions, including, among other things:

•

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the business combination and related agreements and other Transactions by the respective shareholders of CTAC and KORE, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) early termination or expiration of the waiting period under the HSR Act or other applicable regulatory regime, (iv) receipt of approval for listing on the NYSE the shares of Pubco Common Stock to be issued in connection with the Transactions, (v) that CTAC have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;

•

the Available Closing CTAC Cash and freely available cash in the bank accounts of KORE and its subsidiaries being not less than $345,000,000;

•

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

the outcome of any legal proceedings that may be instituted against CTAC, Pubco or others following the announcement of the business combination and any definitive agreements with respect thereto;

•

the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitability, maintain relationships with customers and suppliers and retain its management and key employees;

•

costs related to the business combination;

•

the projected financial information, anticipated growth rate, and market opportunity of KORE, and estimates of expenses and profitability;

•

the ability to meet listing requirements and maintain the listing of Pubco Common Stock and warrants on the NYSE following the business combination;

•

the potential liquidity and trading of public securities of CTAC or Pubco;

•

the ability to raise financing in the future by Pubco or CTAC;

•

CTAC officers and directors allocating their time to other businesses and potentially having conflicts of interest with CTAC’s business or in approving the business combination; and

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance.

The forward-looking statements contained in this proxy statement/prospectus are based on CTAC’s and KORE’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and KORE. There can be no assurance that future developments affecting CTAC or KORE will be those that CTAC or KORE has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either CTAC’s or KORE’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. CTAC and KORE undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any CTAC shareholder grants its proxy or instructs how its vote should be cast or votes on the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect CTAC and KORE.

RISK FACTORS

CTAC shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Risks Related to Our Business and Operations Following the Business Combination

Unless the context otherwise requires, all references in this subsection to the “Company,” “KORE” “we,” “us” or “our” refer to the business of Maple Holdings Inc. (d/b/a KORE) and its subsidiaries prior to the consummation of the business combination, which will be the business of Pubco and its subsidiaries following the consummation of the business combination.

We are dependent on new products and services, and if we are unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated.

Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. The development of new IoT solutions can be difficult, time-consuming and costly, and the market reception to such new IoT solutions is inherently uncertain. We must continue to make significant investments in research and development in order to continue to develop new products and services, enhance existing products, and achieve market acceptance of such products and services. We may encounter problems in the future in innovating and introducing new products and services. Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products or could encounter increased costs. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results.

Further, as part of our business, we may enter into contracts with some customers in which we agree to develop products or solutions that we would sell to such customers. Our ability to generate future revenue and operating income under any such contracts would depend upon, among other factors, our ability to timely and profitably develop products or solutions that can be cost-effectively deployed and that meet required design, technical and performance specifications.

If we are unable to successfully manage these risks or meet required delivery specifications or deadlines in connection with one or more of our key contracts, we may lose key customers or orders and our business could be harmed.

Our financial condition and results of operations have been somewhat affected and may continue to be adversely affected by the COVID-19 pandemic.

In January 2020, the World Health Organization declared the COVID-19 outbreak to be a public health emergency and, in March 2020, it declared the outbreak to be a pandemic. The COVID-19 pandemic has caused severe global economic and societal disruptions and uncertainties. In response to the virus, countries and local governments instituted policies and measures to curtail the spread of the virus, including “stay at home” orders, travel restrictions and restrictions on the operation of non-essential businesses and services. Companies have also taken precautions, such as requiring employees to work remotely and temporarily closing or minimizing operations. Although some initial restrictions have been relaxed, some restrictions have also been re-imposed and the current restrictions and future prevention and mitigation measures imposed by governments and private companies are likely to continue to have a severe adverse impact on global economic conditions.

Our overall performance depends upon domestic and worldwide economic and political conditions. The global spread of COVID-19 has created volatility, uncertainty, and economic disruption. The pandemic has caused and may continue to cause a slowdown in worldwide economic activity, decreased demand for products and services, and disruptions to global supply chains and financial markets. These effects have resulted in some impact to us with certain of our customers facing financial distress, and others experience a slowdown, while it has also increased the demand for our healthcare IoT solution. In the future, the continued impact of the COVID-19 pandemic may result in additional lost or delayed revenue to us and disrupt our business operations as we have transitioned to remote working environments, restricted employee travel, and significantly limited access to, and imposed social distancing requirements within, our facilities including research and development facilities.

Our suppliers have been similarly impacted by the COVID-19 pandemic. In the event of continuing and significant disruptions, there is no guarantee that we would be able to find alternative sources of distribution, or supply, which could delay our ability to market, source, and ship our products. These distribution and supply chain effects may have an adverse effect on our ability to meet customer demand and could result in an increase in our costs of production and distribution.

The extent to which COVID-19 impacts our business, operations, and financial results will depend on numerous evolving factors that we are not able to accurately predict, including:

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The relative impact of an increased uptick in volumes in our IoT Solutions related to remote patient monitoring offset by the negative impact of continued financial distress and slowdown at other customers;

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the duration and scope of the pandemic, the availability of and timing for distributing vaccines and the efficacy of vaccines, including with respect to new strains of the virus, and the continuing economic impacts of the pandemic;

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governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic;

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the effect on our customers and customer demand for and ability to pay for our products and services;

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restrictions or disruptions to transportation, including reduced availability of ground or air transport;

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disruption of the supply chain for our products;

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our ability to comply with financial covenants, including maintaining required leverage ratios, which could result in debt becoming due and payable prior to its stated maturity; and

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changes in our effective tax rate due to effects of COVID-19 on our geographic mix of earnings.

In addition, the impact of COVID-19 on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity and energy prices, and interest rates. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession that has occurred or may occur in the future. In regions that fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may not recover as quickly or at all, which could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to effectively manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected.

Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity, and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and

operations, and future growth may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:

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maintaining continuity in our senior management and key personnel;

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increasing the productivity of our existing employees;

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attracting, retaining, training, and motivating our employees, particularly our sales, technical and management personnel;

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improving our operational, financial, and management controls; and

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improving our information reporting systems and procedures.

We have increasingly diversified the nature of our businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.

These factors or a combination of these factors could have an adverse impact on our business, financial condition, and results of operations.

If we do not properly manage the development of our business, we may experience significant strains on our management and operations and disruptions in our business.

If our business or industry develops more quickly than our ability to respond, our ability to meet customer demand in a timely and efficient manner could be challenged. For example, we may need to update the capacity of our network to ensure we can remain competitive for high bandwidth, low latency uses, such as 5G. We may also experience development or certification delays as we seek to meet demand for our products or unanticipated product requirements. Our failure to properly manage the developments that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations and our reputation with our current or potential customers.

Our plan to position the Company as a leading provider of IoT solutions could subject us to increased costs and related risks and may not achieve the intended results.

Our strategic plan to position the Company as a leading provider of high value IoT solutions could subject us to unexpected costs and risks. Such activities could subject us to increased operating costs, product liability, regulatory requirements and reputational risks. Our expansion into new and existing markets and implementation of our strategic plan may present competitive and distribution challenges that differ from those of our historical business model. We may be less familiar with the target customers and may face different or additional risks, as well as increased or unexpected costs, compared to existing operations. Growth into new markets may also bring us into direct competition with companies with whom we have little or no past experience as competitors. To the extent we are reliant upon expansion into new product markets and implementation of our strategic plan for growth and do not meet the new challenges posed by such expansion and implementation, our future sales growth could be negatively impacted, our operating costs could increase, and our business operations and financial results could be negatively affected. Implementing our plan to position the Company as a leading provider of IoT solutions has required, and is expected to continue to require, additional investments by the Company in both product development and go-to-market resources and additional attention from management, and if not successful, we may not realize the return on our investments as anticipated or our operating results could be adversely affected by slower than expected sales growth or additional costs.

We may not be able to enter into or maintain important telecom carrier, vendors and IoT ecosystem partner relationships.

We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with telecom carrier, vendors and IoT ecosystem partners such as Verizon, AT&T, Vodafone,

T-Mobile, JACS and Rogers, among others. Our failure to form and maintain such relationships or maintain favorable terms of trade with them could adversely affect our ability to sell our products to customers. Our relationships with substantial industry participants are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties. Evolution of our respective business strategies and diversification of product portfolios may lead to increased competition with our strategic allies, placing additional pressure on these relationships. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes in these relationships could adversely affect our sales. In some cases, these vendors are also our competitors.

We may not be able to maintain and expand our business if we are not able to hire, retain and manage additional qualified personnel.

Our success in the future depends in part on the continued contribution of our executive, technical, engineering, sales, marketing, operations and administrative personnel. Recruiting and retaining skilled personnel in the industries in which we operate, including engineers and other technical staff and skilled sales and marketing personnel, is highly competitive. In addition, in the event that we acquire another business or company, the success of any acquisition will depend in part on our retention and integration of key personnel from the acquired company or business.

Although we may enter into employment agreements with members of our senior management and other key personnel, these arrangements do not prevent any of our management or key personnel from leaving the Company. If we are not able to attract or retain qualified personnel in the future, or if we experience delays in hiring required personnel, particularly qualified technical and sales personnel, we may not be able to maintain and expand our business.

Our future capital needs are uncertain, and we may need to raise additional funds in the future. We may not be able to raise such additional funds on acceptable terms or at all.

We may need to raise substantial additional capital in the future to fund our operations, develop and commercialize new products and solutions or acquire companies. If we require additional funds in the future, we may not be able to obtain those funds on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders. In addition, restrictions in our existing debt agreements may limit the amount and/or type of indebtedness that we are able to incur.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products and solutions, liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our sales and marketing expansion programs. Any of these actions could harm our operating results.

We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations.

We may be party to lawsuits and legal proceedings in the normal course of business. These matters are often expensive and disruptive to normal business operations. We may face allegations, lawsuits and regulatory inquiries, audits and investigations regarding data privacy, security, labor and employment, consumer protection and intellectual property infringement, including claims related to privacy, patents, publicity, trademarks, copyrights and other rights. We may also face allegations or litigation related to our acquisitions, securities issuances or business practices, including public disclosures about our business. Litigation and regulatory proceedings may be protracted and expensive, and the results are difficult to predict. Certain of these matters may include speculative claims for substantial or indeterminate amounts of damages and include claims for

injunctive relief. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify our services or require us to stop serving certain members or geographies, all of which could negatively impact our geographic expansion and revenue growth. We may also become subject to periodic audits, which would likely increase our regulatory compliance costs and may require us to change our business practices, which could negatively impact our revenue growth. Managing legal proceedings, litigation and audits, even if we achieve favorable outcomes, is time-consuming and diverts management’s attention from our business.

The results of regulatory proceedings, litigation, claims, and audits cannot be predicted with certainty, and determining reserves for pending litigation and other legal, regulatory and audit matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our reputation, business, financial condition, results of operations and the market price of our common stock.

Although we maintain third-party directors’ and officers’ professional liability insurance coverage, it is possible that claims against us may exceed the coverage limits of our insurance policies. Even if any professional liability loss is covered by an insurance policy, these policies typically have substantial deductibles for which we are responsible. Professional liability claims in excess of applicable insurance coverage could have a material adverse effect on our business, financial condition and results of operations. In addition, any professional liability claim brought against us, with or without merit, could result in an increase of our professional liability insurance premiums. Insurance coverage varies in cost and can be difficult to obtain, and we cannot guarantee that we will be able to obtain insurance coverage in the future on terms acceptable to us or at all. If our costs of insurance and claims increase, then our earnings could decline.

We may not be able to identify suitable acquisition candidates, complete acquisitions or successfully integrate acquisitions, and acquisitions may not produce the intended results or may expose us to unknown or contingent liabilities.

We may not be able to identify suitable acquisition candidates which are good strategic fits at the right valuation, complete acquisitions or integrate acquisitions successfully. In addition, acquisitions involve numerous risks, including difficulties in the integration of acquired operations and the diversion of management’s attention from other business concerns. In order to complete such strategic transactions, we may need to seek additional financing to fund these investments and acquisitions. Should we need to do so, we may not be able to secure such financing, or obtain such financing on favorable terms due to general market conditions or the volatile nature of the healthcare marketplace. Should we issue equity securities as consideration in any acquisition, such issuance may be dilutive to shareholders and the acquisition may not produce our desired results.

Even if we are successful in making an acquisition, the business that we acquire may not be successful or may require significantly greater resources and investments than we originally anticipated. We may expend extensive resources on an acquisition of a particular business that we are not able to successfully integrate into our operations, if at all, or where our expectations with respect to customer demands are not met.

Our ability to fully realize the anticipated benefits of both historical and future acquisitions will depend, to a large extent, on our ability to integrate the businesses we acquire. Integrating and coordinating aspects of the operations and personnel of acquisitions with ours involves complex operational and personnel-related challenges. This process is time-consuming and expensive, disrupts the businesses of both our business and the acquired business and may not result in the full benefits expected by us, including cost synergies expected to arise from operational efficiencies and overlapping general and administrative functions.

The potential difficulties, and resulting costs and delays, include:

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retaining key customers, key employees and key business relationships after the acquisition;

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managing a larger combined company and consolidating corporate and administrative infrastructures successfully;

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the inability to realize expected synergies and cost-savings;

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difficulties in managing geographically dispersed operations, including risks associated with entering markets in which we have no or limited prior experience;

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underperformance of any acquired business relative to our expectations and the price we paid;

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negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges;

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the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash;

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the issuance of equity securities to finance or as consideration for any acquisitions that dilute the ownership of our stockholders;

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claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction;

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problems maintaining uniform procedures, controls and policies with respect to our financial accounting systems;

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unanticipated issues in integrating information technology, communications, billing platforms, operational support systems and other systems; and

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risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property.

Additionally, the integration of operations and personnel may place a significant burden on management and other internal resources. The attention of our management may be directed towards integration considerations and may be diverted from our day-to-day business operations, and matters related to the integration may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to us and our business. The diversion of management’s attention, and any difficulties encountered in the transition and integration process, could harm our business, financial condition and results of operations.

Risks Related to Our Products and Technology

The 5G market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands.

Growth of the 5G market and its emerging standards, including the newly defined 5G NR standard, is accelerating and we believe that we are at the forefront of this newly emerging standard. However, this market may take longer to materialize than we expect which could delay important commercial milestones. Even if the market does materialize at the rapid pace that we are expecting, we may have difficulties meeting aggressive timing expectations of our current customers and getting our target products to market on time to meet the demands of our target customers. We may have difficulties meeting the market and technical specifications and timelines. Additionally, our target customers have no guarantee that the configurations of their respective target products will be successful or that they can reach the appropriate target client base to provide a positive return on the research and development investments we are making in the 5G market. We are pursuing 5G opportunities in the United States and abroad. 5G markets outside of the United States will develop at different rates and we will encounter these challenges to varying degrees in different countries. Failure to manage challenges related to 5G markets and opportunities could have a material adverse effect on our financial condition and results of operations.

If we are unable to support customers with low latency and/or high throughput IoT use cases, our revenue growth and profitability will be harmed

As wireless networks have evolved to support higher speeds, IoT devices have included more advanced capabilities such as video, real-time event logging, edge compute services and voice controls. As a result, customers have developed IoT applications that consume more network resources and require much lower network latency. In order to support these new customers and the increasing number of 5G use cases, we must continue to make significant investments in network capacity, infrastructure and edge virtualization solutions. The timely deployment of higher capacity infrastructure and edge virtualization to support high throughput, low latency IoT applications is critical to keeping and attracting key customers, the failure of which could result in reduced revenue and loss of market share.

Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors.

Our products and solutions, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.

We warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.

Errors, viruses, or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing our solutions. Changes to third party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.

Undiscovered vulnerabilities in our products alone or in combination with third party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, to reduce or delay future purchases, or use competitive products.

If there are interruptions, outages or performance degradation problems associated with the network infrastructure used to provide our services, customers may experience service outages, this may impact our reputation and future sales

Our continued success depends, in part, on our ability to provide highly available services to our customers. The majority of our current and future customers expect to use our services 24 hours a day, seven days a week, without interruption or degradation of performance. Since a large majority of customer network traffic routes

through hardware managed by us, any outage or performance problem that occurs within this infrastructure could impair the ability of our customers to transmit wireless data traffic to our destination servers, which could negatively impact the customers’ IoT devices or solutions. Potential outages and performance problems may occur due to a variety of factors, including hardware failure, equipment configuration changes, capacity constraints, human error and introduction of new functionality. Additionally, we depend on services from various third parties to support IoT networks and platforms. If a third party experiences a service outage, a product defect or bug, or performance degradation, such failures could interrupt customers’ ability to use our services, which could also negatively affect their perception of our service reliability. Our services are hosted in our 3^rd party data centers and our any outages in these centers from any source including catastrophic events such as terrorist attack, flood, power failure, earthquake, etc. can impact the availability of our services.

Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays.

A cybersecurity incident in our own systems or the systems of our third-party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. The recent discovery of wide-scale cybersecurity intrusions into U.S. government and private company computer networks by alleged Russian state actors underscores the ongoing threat posed by sophisticated and foreign state-sponsored attacks. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, theft of IoT data streams and transmissions, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third-party providers, or other misconduct. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data.

Despite our efforts to maintain the security and integrity of our systems, it is impossible to eliminate this risk. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third-party technology or standards of which we are unaware or that we do not control and may not be recognized until long after they have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise adversely impact our service offering and systems. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data, or trade secrets, which would compromise our competitive position, reputation, and operating results. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.

The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.

We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.

An increasing portion of our revenue comes from subscription solutions and other hosted services in which we store, retrieve, communicate, and manage data that is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and adversely impact our business, financial condition, and results of operations.

Some of our products rely on third party technologies, which could result in product incompatibilities or harm availability of our products and services.

We license software, technologies, and intellectual property underlying some of our products and services from third parties. The third-party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained, or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses to, or inability to support, maintain, and enhance, any such third-party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have an adverse effect on our business, financial condition, and results of operations.

We also incorporate open source software into our products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business.

Failure to maintain the security of our information and technology networks, including information relating to our customers and employees, could adversely affect us. Furthermore, if security breaches in connection with the delivery of our services allow unauthorized third parties to obtain control or access of our solutions, our reputation, business, results of operations and financial condition could be harmed.

We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information and, in the normal course of our business, we collect and retain certain information pertaining to our customers and employees. The protection of customer and employee data is critical to us. We devote significant resources to addressing security vulnerabilities in our products and information technology systems, however, the security measures put in place by us cannot provide absolute security, and our information technology infrastructure may be vulnerable to criminal cyber-attacks or data security incidents due to employee or customer error, malfeasance, or other vulnerabilities. Cybersecurity attacks are increasingly sophisticated, change frequently, and often go undetected until after an attack has been launched. We may fail to identify these new and complex methods of attack or fail to invest sufficient resources in security measures. We cannot be certain that advances in cyber-capabilities or other developments will not compromise or breach the technology protecting the networks that access our services.

As cyber-attacks become more sophisticated, the need to develop our infrastructure to secure our business and customer data can lead to increased cybersecurity protection costs. Such costs may include making

organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants. These efforts come at the potential cost of revenues and human resources that could be utilized to continue to enhance our product offerings.

If a security breach occurs, our reputation, business, results of operations and financial condition could be harmed. We may also be subject to costly notification and remediation requirements if we, or a third party, determines that we have been the subject of a data breach involving personal information of individuals. Though it is difficult to determine what harm may directly result from any specific interruption or security breach, any failure or perceived failure to maintain performance, reliability, security and availability of systems or the actual or potential theft, loss, fraudulent use or misuse of our products or the personally identifiable data of a customer or employee, could result in harm to our reputation or brand, which could lead some customers to seek to stop using certain of our services, reduce or delay future purchases of our services, use competing services, or materially and adversely affect the overall market perception of the security and reliability of our services. A security breach also exposes us to litigation and legal risks, including regulatory actions by state and federal governmental authorities and non-U.S. authorities. We may not have adequate insurance coverages for a cybersecurity breach or may realize increased insurance premiums as a result of a security breach. Ultimately, a security breach exposes the Company to potential reputational harm among its customers and investors, along with uncertain damages to our competitiveness, stock price, and long-term shareholder value.

Risks Related to Customers and Demand for Our Solutions

The loss of our large customers, particularly our single largest customer could significantly impact our revenue and profitability

Our largest customer in the year ending December 31, 2020 was approximately 17% of our total annual revenue in that same year and while we maintain a good relationship with the customer at this moment, its potential loss could significantly impact our revenue and profitability. Our next largest customer in the year ending December 31, 2020 was approximately 2% of our total revenue in that same year and while its potential loss would not be as significant as the loss of the largest customer, it usually takes many years to win and grow customers to this level of revenue.

An increase in customer churn could significantly impact the business

Customer churn is an important driver for our revenue and has been high in our history. While such customer churn has been trending directionally downwards in the last few years, it could increase because of a variety of factors, including a potential decrease in our levels of customer service or other performance failures, our inability or unwillingness to maintain competitive pricing, or our inability to keep up with the technological, operational or functional needs of our customers, a loss of key personnel or other factors.

Transitions of cellular network technologies from 2G/3G to LTE, Cat-M, NB-IoT or 5G or other cellular telecommunications technologies could impact our revenue due to the loss of subscribers or reduced pricing

In the United States, the major carriers have announced intentions to phase out their 2G and 3G networks by the end of 2022. As of December 31, 2020, KORE estimates that it has approximately 2.4 million connections that operate on 2G and 3G networks in the United States. European carriers have also announced their intentions to begin 2G and 3G network shutdowns starting in 2025.

While KORE has strong relationships with many of the affected customers and expects to retain most of the connections which will not be retired on 4G or 5G technologies, some of these connections may be lost as a result of competitive bidding processes. LTE rate plans are typically lower in price than legacy 2G and 3G rate plans. As a result, the phase out of 2G and 3G may result in lower revenue per unit and/or lower revenue to KORE. While the projected impact of this is incorporated in KORE’s projections, if the projected impact of this

phase out is more significant than projected, including if KORE loses more connections than anticipated or if LTE rate plans are priced lower than currently expected, this transition could have an adverse effect on our business, financial condition, and results of operations.

Our inability to adapt to rapid technological change in our markets could impair our ability to remain competitive and adversely affect our results of operations.

All of the markets in which we operate are characterized by rapid technological change, frequent introductions of new products, services and solutions and evolving customer demands. In addition, we are affected by changes in the many industries related to the products or services we offer, including Connectivity services and IoT Solutions offered to our connected health, fleet management, communication services, asset management and industrial verticals. As the technologies used in each of these industries evolves, we will face new integration and competition challenges. For example, eSIM standards may evolve and the Company will have to evolve its technology to such standards. If we are unable to adapt to rapid technological change, it could adversely affect our results of operations and our ability to remain competitive.

Additionally, the deployment of 5G network technology is subject to a variety of risks, including those related to equipment and spectrum availability, unexpected costs, and regulatory permitting requirements that could cause deployment delays or network performance issues. These issues could result in significant costs or reduce the anticipated benefits of the enhancements to our networks. If our services or solutions fail to gain acceptance in the marketplace, or if costs associated with the implementation and introduction of these services or solutions materially increase, our ability to retain and attract customers could be adversely affected.

We may not be able to retain and increase sales to our existing customers, which could negatively impact our financial results.

We generally seek to license our platform and solutions pursuant to customer subscriptions. However, our customers have no obligation to maintain the subscription and can often terminate with 30-days notice. We also actively seek to sell additional solutions to our existing customers. If our efforts to satisfy our existing customers are not successful, we may not be able to retain them or sell additional functionality to them and, as a result, our revenue and ability to grow could be adversely affected. Customers may choose not to renew their subscriptions for many reasons, including the belief that our service is not required for their business needs or is otherwise not cost-effective, a desire to reduce discretionary spending, or a belief that our competitors’ services provide better value. Additionally, our customers may not renew for reasons entirely out of our control, such as the dissolution of their business or an economic downturn in their industry. A significant increase in our churn rate would have an adverse effect on our business, financial condition, and operating results.

A part of our growth strategy is to sell additional new features and solutions to our existing customers. Our ability to sell new features to customers will depend in significant part on our ability to anticipate industry evolution, practices and standards and to continue to enhance existing solutions or introduce or acquire new solutions on a timely basis to keep pace with technological developments both within our industry and in related industries, and to remain compliant with any regulations mandated by federal agencies or state-mandated or foreign government regulations as they pertain to our customers. However, we may prove unsuccessful either in developing new features or in expanding the third-party software and products with which our solutions integrate. In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature. Any new solutions we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our competitors implement new technologies before we are able to implement them or better anticipate the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or cheaper solutions than ours.

Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability.

Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments. We are unable to predict the likely duration and severity of adverse economic conditions in the United States and other countries, but the longer the duration, the greater risks we face in operating our business. We cannot assure you that current economic conditions, worsening economic conditions or prolonged poor economic conditions will not have a significant adverse impact on the demand for our solutions, and consequently on our results of operations and prospects.

The marketability of our products may suffer if wireless telecommunications operators do not deliver acceptable wireless services.

The success of our business depends, in part, on the capacity, affordability, reliability and prevalence of wireless data networks provided by wireless telecommunications operators and on which our products and solutions operate. Currently, various wireless telecommunications operators, either individually or jointly with us, sell our products in connection with the sale of their wireless data services to their customers. Growth in demand for wireless data access may be limited if, for example, wireless telecommunications operators cease or materially curtail operations, fail to offer services that customers consider valuable at acceptable prices, change the terms of trade to us including offering us meaningful volume discounts without unduly high volume commitments, fail to maintain sufficient capacity to meet demand for wireless data access, delay the expansion of their wireless networks and services, fail to offer and maintain reliable wireless network services or fail to market their services effectively.

Reduction in regulation in certain markets may adversely impact demand for certain of our solutions by reducing the necessity for, or desirability of, our solutions.

Regulatory compliance and reporting is driven by legislation and requirements, which are often subject to change, from regulatory authorities in nearly every jurisdiction globally. For example, in the United States, fleet operators can face numerous complex regulatory requirements, including mandatory Compliance, Safety and Accountability driver safety scoring, hours of service, compliance and fuel tax reporting. The reduction in regulation in certain markets may adversely impact demand for certain of our solutions, which could materially and adversely affect our business, financial condition and results of operations. Conversely, an increase in regulation could increase KORE’s cost of providing services.

Risks Related to Our Intellectual Property

We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources.

Our future success and competitive position is dependent upon our proprietary technology. Despite our efforts to protect our intellectual property, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology or duplicate our technology. In addition, effective copyright, patent, and trade secret protection may be unavailable, limited, or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.

The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years. As new patents are issued or are

brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including the efforts of our technical and management personnel, which could harm our business, financial condition and results of operations.

If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.

We rely on a combination of intellectual property laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property and proprietary rights. Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Any failure by us to meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features, which could seriously reduce demand for our products and solutions. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.

An assertion by a third party that we are infringing its intellectual property could subject us to costly and time- consuming litigation or expensive licenses and our business could be harmed.

The technology industries involving mobile data communications, IoT devices, software and services are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Much of this litigation involves patent holding companies or other adverse patent owners who have no relevant product revenues of their own, and against whom our own patent portfolio may provide little or no deterrence. One or more patent infringement lawsuits from non-practicing entities are brought against us or our subsidiaries each year in the ordinary course of business.

We cannot assure you that we or our subsidiaries will prevail in any current or future intellectual property infringement or other litigation given the complex technical issues and inherent uncertainties in such litigation. Defending such claims, regardless of their merit, could be time-consuming and distracting to management, result in costly litigation or settlement, cause development delays, or require us or our subsidiaries to enter into royalty or licensing agreements. In addition, we or our subsidiaries could be obligated to indemnify our customers against third parties’ claims of intellectual property infringement based on our products or solutions. If our products or solutions violate any third-party intellectual property rights, we could be required to withdraw them from the market, re-develop them or seek to obtain licenses from third parties, which might not be available on reasonable terms or at all. Any efforts to re-develop our products or solutions, obtain licenses from third parties on favorable terms or license a substitute technology might not be successful and, in any case, might substantially increase our costs and harm our business, financial condition and operating results. Withdrawal of any of our products or solutions from the market could harm our business, financial condition and operating results.

In addition, we incorporate open source software into our products and solutions. Given the nature of open source software, third parties might assert copyright and other intellectual property infringement claims against us based on our use of certain open source software programs. The terms of many open source licenses to which we are subject have not been interpreted by U.S. courts or courts of other jurisdictions, and there is a risk that those

licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and solutions. In that event, we could be required to seek licenses from third parties in order to continue offering our products and solutions, to re-develop our solutions, to discontinue sales of our solutions, or to release our proprietary software source code under the terms of an open source license, any of which could adversely affect our business.

Risks Related to Competition

The market for the products and services that we offer is rapidly evolving and highly competitive. We may be unable to compete effectively.

The market for the products and services that we offer is rapidly evolving and highly competitive. We expect competition to continue to increase and intensify, especially in the 5G market. Many of our competitors or potential competitors have significantly greater financial, technical, operational and marketing resources than we do. These competitors, for example, may be able to respond more rapidly or more effectively than we can to new or emerging technologies, changes in customer requirements, supplier-related developments, or a shift in the business landscape. They also may devote greater or more effective resources than we do to the development, manufacture, promotion, sale, and post-sale support of their respective products and services.

Many of our current and potential competitors have more extensive customer bases and broader customer, supplier and other industry relationships that they can leverage to establish competitive dealings with many of our current and potential customers. Some of these companies also have more established and larger customer support organizations than we do. In addition, these companies may adopt more aggressive pricing policies or offer more attractive terms to customers than they currently do, or than we are able to do. They may bundle their competitive products with broader product offerings and may introduce new products, services and enhancements. Current and potential competitors might merge or otherwise establish cooperative relationships among themselves or with third parties to enhance their products, services or market position. In addition, at any time any given customer or supplier of ours could elect to enter our then existing line of business and thereafter compete with us, whether directly or indirectly. As a result, it is possible that new competitors or new or otherwise enhanced relationships among existing competitors may emerge and rapidly acquire significant market share to the detriment of our business.

Our products compete with a variety of solutions, including other Subscription-based IoT platforms and solutions. Our current competitors include:

For Connectivity services: telecom carriers such as T-Mobile and Vodafone; Mobile Virtual Network Operators such as Aeris and Wireless Logic;

For IoT Solutions and Analytics: device management services providers such as Velocitor and Futura, fleet management SaaS providers such as Fleetmatics and GPS Trakit, and analytics services providers such as Galooli and Intellisite.

We expect our competitors to continue to improve the features and performance of their current products and to introduce new products, services and technologies which, if successful, could reduce our sales and the market acceptance of our products, generate increased price competition and make our products obsolete. For our products to remain competitive, we must, among other things, continue to invest significant resources (financial, human and otherwise) in, among other things, research and development, sales and marketing, and customer support. We cannot be sure that we will have or will continue to have sufficient resources to make these investments or that we will be able to make the technological advances in the marketplace, meet changing customer requirements, achieve market acceptance and respond to our competitors’ products.

The market for IoT Connectivity and IoT Solutions is very competitive. If we do not compete effectively, our operating results may be harmed.

The market for IoT Connectivity and IoT Solutions is very competitive. Competition in the addressable markets is based primarily on the functionality and scalability of the underlying platforms, proprietary intellectual

property, access to favorable terms of trade from cellular carriers and other vendors, the ability and willingness to offer competitive pricing to customers, customer service and responsiveness, the depth of customer relationships, product performance, the demonstrated ability to maintain compliance with laws such as HIPAA in certain industries, having the expertise required to resolve difficulties in installing, using and maintaining solutions, brand and reputation, and the financial resources of the vendor. We expect competition to be maintained at current levels and potentially even intensify in the future with the introduction of new technologies such as 5G and market entrants. In addition, wireless carriers, such as Vodafone may offer solutions that benefit from the carrier’s scale which we may be unable to match for larger customer opportunities. We can provide no assurances that we will be able to compete effectively in this ecosystem as the competitive landscape continues to develop. Competition could result in reduced operating margins, increased sales and marketing expenses and the loss of market share, any of which would likely cause serious harm to our operating results.

Risks Related to Developing and Delivering Our Solutions

We are dependent on telecommunications carriers to provide our IoT Connectivity Services and a disruption in one or more of these relationships could significantly adversely impact our business

Our IoT Connectivity services are built on top of cellular connectivity provided by large telecommunications carriers and while we have a large number of carrier relationships, revenue derived from connectivity built on top of cellular networks provided by our top 3 carrier relationships are approximately 32% of the business. Our inability to keep an on-going contractual relationship with our existing or desired future telecommunications carrier partners or to maintain favorable terms of trade with them including competitive pricing, reasonable or no volume commitments, payment terms, access to latest cellular and network technologies including 5G and eSIMs, could adversely affect our ability to sell our connectivity services to customers. KORE’s contracts with large telecommunications carriers are not long term, and so are subject to frequent renegotiation. Certain of these contracts also contain change of control provisions which may be triggered by the Transactions. The outcome of any renegotiation cannot be guaranteed.

We are dependent on limited number of suppliers for certain critical components to our solutions; a disruption in our supply chain could adversely affect our revenue and results of operations.

Our current reliance on a limited group of suppliers involves risks, including a potential inability to obtain an adequate supply of required products or components to meet customers’ IoT Solutions delivery requirements, a risk that we may accumulate excess inventories if we inaccurately forecast demand for our products, reduced control over pricing and delivery schedules, discontinuation of or increased prices for certain components, and economic conditions that may adversely impact the viability of our suppliers and contract manufacturers. Any disruption in our supply chain could reduce our revenue and adversely impact our financial results. Such a disruption could occur as a result of any number of events, including, but not limited to, increases in wages that drive up prices or labor stoppages, the imposition of regulations, quotas or embargoes on components, a scarcity of, or significant increase in the price of, required electronic components for our products, trade restrictions, tariffs or duties, fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, regional or global pandemics like COVID-19, and disruptions in utility and other services. Any inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble, and test such components internally could significantly delay our ability to ship our products, which could damage relationships with current and prospective customers and could harm our reputation and brand as well as our results of operations.

We currently rely on third parties to manufacture and warehouse the components of our solutions, which exposes us to a number of risks and uncertainties outside our control.

We currently rely on third parties to manufacture and warehouse the components of our solutions. If one of these third-party manufacturers were to experience delays, disruptions, capacity constraints or quality control problems

in its manufacturing operations, product shipments to our customers could be delayed or rejected or our customers could consequently elect to cancel the underlying subscription. These disruptions would negatively impact our revenues, competitive position and reputation. Further, if we are unable to manage successfully our relationship with a manufacturer, the quality and availability of products used in our services and solutions may be harmed. None of our third-party manufacturers is obligated to supply us with a specific quantity of products, except as may be provided in a particular purchase order that we have submitted to, and that has been accepted by, such third-party manufacturer. Our third-party manufacturers could, under some circumstances, decline to accept new purchase orders from us or otherwise reduce their business with us. If a manufacturer stopped manufacturing our products for any reason or reduced manufacturing capacity, we may be unable to replace the lost manufacturing capacity on a timely and comparatively cost-effective basis, which would adversely impact our operations. In addition, we generally do not enter into long-term contracts with our manufacturers. As a result, we are subject to price increases due to availability, and subsequent price volatility, in the marketplace of the components and materials needed to manufacture our products. If a third-party manufacturer were to negatively change the product pricing and other terms under which it agrees to manufacture for us and we were unable to locate a suitable alternative manufacturer, our manufacturing costs could increase.

Because we outsource the manufacturing of the components of our solutions, the cost, quality and availability of third-party manufacturing operations is essential to the successful production and sale of our products. Our reliance on third-party manufacturers exposes us to a number of risks which are outside our control, including:

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unexpected increases in manufacturing costs;

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interruptions in shipments if a third-party manufacturer is unable to complete production in a timely manner;

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inability to control quality of finished products;

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inability to control delivery schedules;

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inability to control production levels and to meet minimum volume commitments to our customers;

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inability to control manufacturing yield;

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inability to maintain adequate manufacturing capacity; and

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inability to secure adequate volumes of acceptable components at suitable prices or in a timely manner.

Although we promote ethical business practices and our operations personnel periodically monitor the operations of our manufacturers, we do not control the manufacturers or their labor and other legal compliance practices. If our current manufacturers, or any other third-party manufacturer which we may use in the future, violate U.S. or foreign laws or regulations, we may be subjected to extra duties, significant monetary penalties, adverse publicity, the seizure and forfeiture of products that we are attempting to import or the loss of our import privileges. The effects of these factors could render the conduct of our business in a particular country undesirable or impractical and have a negative impact on our operating results.

We depend on sole source suppliers for some products used in our IoT Solutions. The availability and sale of those services would be harmed if there is a disruption to our relationship with any of these sole-source suppliers, or if they are not able to meet our demand and alternative suitable products are not available on acceptable terms, or at all.

Our services use hardware, software and services from various third parties, some of which are procured from single suppliers. For example, some of our healthcare devices are sourced from JACS. From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control. If there is a shortage or interruption in the availability to us of any such components or products and we cannot timely obtain a commercially and technologically suitable substitute or make sufficient and timely design or other

modifications to permit the use of such a substitute component or product, we may not be able to timely deliver sufficient quantities of our products or solutions to satisfy our contractual obligations and may not be able to meet particular revenue expectations. Moreover, even if we timely locate a substitute part or product, but its price materially exceeds the original cost of the component or product, then our results of operations could be adversely affected.

Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control could damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending.

If any of our facilities or the facilities of our third-party service providers including for example our telecommunications carrier partners, other suppliers of products that are components of our IoT Solutions, or our data center providers, or our other partners is affected by natural disasters, such as earthquakes, tsunamis, wildfires, power shortages, floods, public health crises (such as pandemics and epidemics), political crises (such as terrorism, war, political instability or other conflict) or other events outside our control, including a cyberattack, our critical business or IT systems could be destroyed or disrupted and our ability to conduct normal business operations and our revenues and operating results could be adversely affected. Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating results.

We rely on third-party intellectual property to develop and provide our solutions and significant increases in licensing costs or defects in third-party software could harm our business.

We rely on intellectual property licensed from third parties to develop and offer our solutions. In addition, we may need to obtain future licenses from third parties to use intellectual property associated with our solutions. We cannot assure you that these licenses will be available to us on acceptable terms, without significant price increases or at all. Any loss of the right to use any such intellectual property required for the development and maintenance of our solutions could result in delays in the provision of our solutions until equivalent technology is either developed by us, or, if available from others, is identified, obtained, and integrated, which could harm our business. Any errors or defects in third-party intellectual property could result in errors or a failure of our solutions, which could harm our business.

Our solutions integrate with third-party technologies and if our solutions become incompatible with these technologies, our solutions would lose functionality and our customer acquisition and retention could be adversely affected.

Our solutions integrate with third-party software and devices to allow our solutions to perform key functions. Errors, viruses or bugs may be present in third-party software that our customers use in conjunction with our solutions. Changes to third-party software that our customers use in conjunction with our solutions could also render our solutions inoperable. Customers may conclude that our software is the cause of these errors, bugs or viruses and terminate their subscriptions. The inability to easily integrate with, or any defects in, any third-party software could result in increased costs, or in delays in software releases or updates to our products until such issues have been resolved, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects and could damage our reputation.

Our solutions rely on cellular and GPS networks and any disruption, failure or increase in costs could impede our profitability and harm our financial results.

The critical links in our current solutions are between devices or customer premise equipment and cellular networks, which allow us to obtain data and transmit it to our system. Increases in the fees charged by cellular carriers for data transmission or changes in the cellular networks, such as a cellular carrier discontinuing support of the network currently used by our in-vehicle devices or customer premise equipment, requiring retrofitting of

our devices could increase our costs and impact our profitability. In addition, technologies that rely on GPS depend on the use of radio frequency bands and any modification of the permitted uses of these bands may adversely affect the functionality of GPS and, in turn, our solutions. If we are unable to maintain good relationships and favorable terms and conditions with the cellular network carrier on which we rely, it materially and adversely affect our business, financial condition and results of operations.

The mobile carriers can and will discontinue radio frequency technologies as they become obsolete. If we are unable to design our solutions into new technologies such as 4G, 4G LTE and 5G or 5G NR, our future prospects and revenues could be limited.

Any significant disruption in service on our websites or in our computer systems could damage our reputation and result in a loss of customers, which would harm our business and operating results.

Our brand, reputation, and ability to attract, retain, and serve our customers are dependent upon the reliable performance of our services and our customers’ ability to access our solutions at all times. Our customers rely on our solutions to make operating decisions related to their businesses, as well as to measure, store and analyze valuable data regarding their businesses. Our solutions are vulnerable to interruption and our data centers are vulnerable to damage or interruption from human error, intentional bad acts, computer viruses or hackers, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events, any of which could limit our customers’ ability to access our solutions. Prolonged delays or unforeseen difficulties in connection with adding capacity or upgrading our network architecture may cause our service quality to suffer. Any event that significantly disrupts our service or exposes our data to misuse could damage our reputation and harm our business and operating results, including reducing our revenue, causing us to issue credits to customers, subjecting us to potential liability, harming our churn rates, or increasing our cost of acquiring new customers.

Risks Related to International Operations

We face risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to our international operations

These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws that prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and other anti-corruption laws that have recently been the subject of a substantial increase in global enforcement. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold or that require an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently or intentionally breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken by our local partners. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions or conditions on the conduct of our business. Any such violations could include prohibitions or conditions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, and our operating results.

We operate in many parts of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.

Our substantial international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax and other laws and regulations.

The FCPA and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by our employees, vendors or agents. From time to time, we may receive inquiries from authorities in the United States and elsewhere about our business activities outside of the United States and our compliance with Anti-Corruption Laws. While we devote substantial resources to our global compliance programs and have implemented policies, training and internal controls designed to reduce the risk of corrupt payments, our employees, vendors or agents may violate our policies.

Our failure to comply with Anti-Corruption Laws could result in significant fines and penalties, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation. Operations outside of the United States may be affected by changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment.

As a result of our international operations we are subject to foreign tax regulations. Such regulations may not be clear, not consistently applied and subject to sudden change, particularly with regard to international transfer pricing. Our earnings could be reduced by the uncertain and changing nature of such tax regulations.

Our software contains encryption technologies, certain types of which are subject to U.S. and foreign export control regulations and, in some foreign countries, restrictions on importation and/or use. Any failure on our part to comply with encryption or other applicable export control requirements could result in financial penalties or other sanctions under the U.S. or foreign export regulations, including restrictions on future export activities, which could harm our business and operating results. Regulatory restrictions could impair our access to technologies needed to improve our solutions and may also limit or reduce the demand for our solutions outside of the United States.

We may be affected by fluctuations in currency exchange rates

We are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Although the majority of our sales are transacted in U.S. dollars, expenses may be paid in local currencies. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of local operating expenses, procurement of raw materials from sources outside the United States, and overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our foreign exchange forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements; therefore, changes in exchange rates could harm our financial condition and results of operations.

Risk Related to Regulation

We are subject to evolving privacy laws in the United States and other jurisdictions that are subject to potentially differing interpretations and which could adversely impact our business and require that we incur substantial costs

Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the EU-U.S. Privacy Shield, a basis for data transfers from the EU to the U.S., was invalidated by the European Court of Justice, and we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions and operations. Brexit, the United Kingdom’s withdrawal from the European Union, could also lead to further legislative and regulatory changes with regard to personal data transfers between the two territories. New privacy laws have come into effect in Brazil and New Zealand in 2020, and revisions of privacy laws are currently pending in countries like Canada and China. Some

countries are considering or have passed legislation that requires local storage and processing of data, including geospatial data. In addition, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect in January 2020 and has been amended by the California Privacy Rights Act (the “CPRA”) passed via ballot initiative in November 2020 and will fully take effect in January 2023. The CCPA and CPRA, among other things, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Other states and the U.S. Congress have introduced data privacy legislation that may impact our business. Data privacy legislation, amendments and revisions to existing data privacy legislation, and other developments impacting data privacy and data protection may require us to modify our data processing practices and policies, increase the complexity of providing our products and services, and cause us to incur substantial costs in an effort to comply. Failure to comply may lead to significant fines and business interruption.

We are subject to the impact of governmental and other certifications processes and regulations, which could adversely affect our products and our business

We market many solutions that are subject to governmental regulations and certifications before they can be sold. The European Union increasingly regulates the use of our products on agriculture, construction, and other types of machinery. As we develop and enhance features which support automated and autonomous operation of our customer’s products, we are increasingly subject to functional safety regulation. CE certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community. In the future, U.S., European, or other governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation, or impose additional costs. Some of our products that use integrated radio communication technology require product type certification and some products require an end-user to obtain licensing from the FCC and other national authorities for frequency-band usage. Compliance with evolving product regulations in our major markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. An inability to obtain required certifications in a timely manner could adversely affect our ability to bring our products to market and harm our customer relationships. Failure to comply with evolving requirements could result in fines and limitations on sales of our products.

Regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.

Our products and solutions enable us to collect, manage and store a wide range of data, such as data related to vehicle tracking and fleet management, including vehicle location and fuel usage, speed and mileage. Some of the data we collect or use in our business is subject to data privacy laws, which are complex and increase our cost of doing business. The U.S. federal government and various state governments have adopted or proposed limitations on the collection, distribution and use of personal information. Many foreign jurisdictions, including the European Union and the United Kingdom, have adopted legislation (including directives or regulations) that increase or change the requirements governing data collection and storage in these jurisdictions. We market our products in over 50 countries, and accordingly, we are subject to many different, and potentially conflicting, privacy laws. If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities.

Furthermore, there can be no assurance that our employees, contractors and agents will comply with the policies and procedures we establish regarding data privacy and data security, particularly as we expand our operations through organic growth and acquisitions. While our employees may violate our policies and procedures, the Company remains responsible for, and obligated to implement, policies and procedures and enter into contracts

with service providers that require appropriate protection. Any violations could subject us to civil or criminal penalties, including substantial fines or prohibitions on our ability to offer our products in one or more countries, and could also materially damage our reputation, our brand, our international expansion efforts, our business, results of operations and financial condition.

The transmission of data over the Internet and cellular networks is a critical component of our SaaS business model. Additionally, as cloud computing continues to evolve, increased regulation by federal, state or foreign agencies becomes more likely, particularly in the areas of data privacy and data security. In addition, taxation of services provided over the Internet or other charges imposed by government agencies, or by private organizations for accessing the Internet, may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet, could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

Our solutions and products enable us to collect, manage and store a wide range of customer data. The United States and various state governments have adopted or proposed limitations on the collection, distribution and use of personal data, as well as requirements that must be followed if a breach of such personal data occurs. The European Union and the United Kingdom have adopted legislation (including directives, national laws and regulations) that increase or change the requirements governing data collection, use, storage and disclosure of personal data in these jurisdictions. The current European Union legislation related to data protection is the General Data Protection Regulation, which came into effect on May 25, 2018. We have updated and will continue to evaluate our group data protection and security policies, charters, and procedures to assist in maintaining data privacy and data security in line with international practices.

We may also be subject to costly notification and remediation requirements if we, or a third party, determines that we have been the subject of a data breach involving personal data of individuals. Data breach notification regulations vary among the countries where we conduct business, and also vary among the states of the United States, and any breach of personal data could be subject to any number of these requirements.

As noted above, we have sought to implement internationally recognized practices regarding data privacy and data security. If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities. Moreover, if future laws and regulations limit our customers’ ability to use and share this data or our ability to store, process and share data with our customers over the Internet, demand for our solutions could decrease and our costs could increase. We might also have to limit the manner in which we collect data, the types of personal data that we collect, or the solutions we offer. Any of these risks would materially and adversely affect our business, results of operations and financial condition.

Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations.

There is currently significant uncertainty about the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, tariffs and taxes. The current and former U.S. administrations have called for substantial changes to U.S. foreign trade policy with respect to China and other countries, including significant new and increased tariffs on goods imported into the United States. In 2018, the Office of the U.S. Trade Representative (the “USTR”) enacted tariffs on imports into the U.S. from China, including communications equipment products and components manufactured and imported from China. The tariff became effective in September 2018, with an initial rate of 10% and was scheduled to increase from 10% to 25% on January 1, 2019. The scheduled increase was delayed until March 2, 2019, however trade negotiations between the U.S. and China continue and the scheduled increase has been further delayed indefinitely. Our business may also be affected by tariffs set by countries into which we sell our products, whether as a response to U.S. foreign trade policy or otherwise. In addition, changes in international trade agreements, regulations, restrictions and tariffs, including new tariffs, may increase our operating costs, reduce

our margins and make it more difficult for us to compete in the U.S. and overseas markets, and our business, financial condition and results of operations could be adversely impacted.

In some cases, the U.S. government’s imposition of trade restrictions involving products sold by certain Chinese manufacturers has caused U.S. wireless carriers to divert business from international providers to the Company, and accordingly, the Company has invested resources in satisfying the needs of such customers. If the U.S. government were to remove or reduce such trade restrictions, it could cause such carriers to reduce their business with the Company and we may be unable to recoup or attain a return on such investments.

Risk Related to Financial Reporting

The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting, insurance and compliance expenses may be greater than we anticipate.

We will become a public company following the Closing of the business combination, and as such (and particularly after we are no longer an “emerging growth company”), will incur significant legal, accounting and other expenses that KORE and CTAC did not incur prior to the business combination. We are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of The New York Stock Exchange, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to attract and retain qualified members of our Board as compared to KORE and CTAC prior to the business combination as well as significantly more expensive to provide the required insurance. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company.” We will need to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

KORE and CTAC were not required to document and test their internal controls over financial reporting nor has their management been required to certify the effectiveness of their internal controls and their auditors have not been required to opine on the effectiveness of their internal control over financial reporting. Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business.

KORE and CTAC were not required to thoroughly document and test their internal controls over financial reporting nor was their management required to certify the effectiveness of their internal controls and their auditors were not required to opine on the effectiveness of their internal control over financial reporting. Similarly, as an “emerging growth company,” CTAC was exempt from the SEC’s internal control reporting requirements. We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements in the year in which we are deemed to be a large accelerated filer, which would occur once we are subject to Exchange Act reporting

requirements for 12 months, have filed at least one SEC annual report and the market value of our common equity held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter. We will be subject to the SEC’s internal control reporting and attestation requirements with respect to our annual report on Form 10-K for the year ending December 31, 2021. Additionally, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal controls over financial reporting commencing with our second annual report on Form 10-K (i.e., for the year ending December 31, 2022). We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In addition, our current controls and any new controls that we develop may become inadequate because of poor design and changes in our business, including increased complexity resulting from any international expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

KORE’s management has identified internal control deficiencies that may be considered significant deficiencies or potential material weaknesses in its internal control over financial reporting. We may also identify additional internal control weaknesses in the future or otherwise fail to develop and maintain an effective system of internal controls, which may result in material misstatements of our financial statements and/or our inability to meet our periodic reporting obligations.

As a privately held company, KORE was not required to evaluate its internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act, or Section 404.

In connection with the preparation of our consolidated financial statements as of and for the fiscal years ended December 31, 2020 and 2019, we identified significant deficiencies or potential material weaknesses in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, defines a significant deficiency as a control deficiency, or combination of control deficiencies such that there is a reasonable possibility that a significant misstatement of the company’s annual or interim financial statements will not be prevented or detected. The PCAOB also defines a material weakness as “a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.” Deficient levels of internal controls could also result in a reasonable possibility that an occurrence of a material fraud may not be prevented or detected.

We have not designed or maintained an effective control environment commensurate with what our financial reporting requirements will be as a public company. Specifically, we have not historically maintained a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience, and training commensurate with what our accounting and reporting requirements will be as a public company. Under public company standards, such lack of adequate controls in the accounting and reporting function and deficient level of internal controls could be considered a significant deficiency or a potential material weakness. This significant deficiency or potential material weakness contributed to the following additional significant deficiency or potential material weaknesses:

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We have not historically designed and maintained the level and depth of formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and adequate controls related to the preparation and review of journal entries.

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One of our recent acquisitions, Integron was not historically audited prior to its acquisition, and has historically relied on less mature financial processes and systems and an IT environment for which we have identified significant deficiencies and potential material weaknesses, which may affect our ability to report historical financial performance accurately and on a timely basis. The maturation of Integron’s financial processes and systems is an on-going initiative as further integrations between Integron’s operational systems and our financial systems as well as any accompanying changes in processes may be needed in the future.

To address its internal control deficiencies, KORE has taken the following steps thus far in 2021 to enhance its internal control over financial reporting and it plans to take additional steps to remediate the material weaknesses:

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We are in the process of hiring a new corporate controller, and additional experienced accounting personnel with appropriate SEC public company experience and technical accounting knowledge, in addition to utilizing third-party consultants to supplement KORE’s internal resources. We are currently recruiting for these positions and expect to add these additional accounting personnel by the third quarter of 2021;

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Management is in the process of establishing an Integron project team and charter, staffed with the appropriate manufacturing and warehouse management financial expertise to review, identify, recommend and execute the necessary operational process and system improvements to address KORE’s external and internal financial reporting requirements. The process improvements are expected to be implemented by the third quarter of 2021 while the required systems changes are expected to be implemented by the third quarter of 2022 or earlier if possible; and

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We have engaged third-party advisors to assist with the design and implementation of a risk based internal control over financial reporting program, including disclosure controls and procedures based on the criteria established in Internal Control – Integrated Framework issued by COSO. This engagement will include a comprehensive risk assessment to identify the potential risks of material misstatement whether due to error or fraud in the consolidated financial statements. The results of this risk assessment will be the design and implementation of entity-level, transactional and IT general controls to mitigate any potential identified risks of material misstatements. The entity-level, transactional and IT general controls are expected to be implemented by the second quarter of 2022. At this time, KORE does not have a firm estimate for the cost of implementing the above mentioned changes.

KORE’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after KORE is no longer an “emerging growth company” as defined in the JOBS Act. While KORE is in the process of designing and implementing measures to remediate its existing internal control deficiencies, it cannot predict the success of such measures or the outcome of its assessment of these measures at this time. KORE can give no assurance that these measures will remediate any of the deficiencies in its internal control over financial reporting or that additional internal control deficiencies will not be identified in the future. KORE’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business, personnel, IT systems and applications, or other factors. Any failure to design or maintain effective internal controls over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, create litigation and regulatory exposures, or otherwise harm KORE’s operating results or cause it to fail to meet its reporting obligations.

Risks Related to CTAC and the Business Combination

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to CTAC prior to the consummation of the business combination, which will be the business of Pubco and its subsidiaries following the consummation of the business combination.

The Sponsor has agreed to vote in favor of the business combination, regardless of how CTAC’s public shareholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote any and all of CTAC’s ordinary shares owned by them in favor of

the Merger Agreement and the Transactions, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns shares, on an as-converted basis, equal to approximately 20% of the issued and outstanding CTAC ordinary shares (excluding the private placement shares underlying the private placement units). Accordingly, it is more likely that the necessary shareholder approval will be received for the business combination than would be the case if the Sponsor agreed to vote any CTAC ordinary shares owned by them in accordance with the majority of the votes cast by the public shareholders.

When considering the CTAC Board’s recommendation that our shareholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus, our shareholders should be aware that the Sponsor and certain directors and officers of CTAC have interests in the business combination that may be different from, or in addition to, the interests of our shareholders generally. In particular:

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If the Transactions or another business combination are not consummated by October 26, 2022, CTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the CTAC Board, dissolving and liquidating. In such event, the 818,338 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $8,126,096 based upon the closing price of $9.93 per share on the NYSE on August 9, 2021, the record date for the special meeting.

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The Sponsor purchased an aggregate of 818,338 private placement units from CTAC for an aggregate purchase price of $8,183,380 (or $10.00 per private placement unit). These purchases took place on a private placement basis simultaneously with the consummation of the CTAC IPO. Certain proceeds CTAC received from these purchases were placed in the trust account. Such private placement units had an aggregate market value of $8,510,715 based upon the closing price of $10.4 per unit on the NYSE on August 9, 2021, the record date for the special meeting. The 272,779, private placement warrants underlying the private placement units will become worthless if CTAC does not consummate a business combination by October 26, 2022.

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At the Closing, the Sponsor will enter into the Investor Rights Agreement with Pubco and certain former stockholders of KORE, which provides for, among other things, director designation rights, registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions with respect to the shares of Pubco Common Stock or warrants to purchase shares of Pubco Common Stock held by certain parties following the Closing.

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The Sponsor has agreed not to redeem any of the founder shares in connection with a shareholder vote to approve a proposed initial business combination.

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Certain officer and directors of CTAC have an indirect economic interest in the founder shares and private placement warrants purchased by Sponsor as a result of their membership interest in the Sponsor, which would expire worthless if a business combination does not occur within the completion window;

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Mr. Donahue and Mr. Palmer will each become a director of Pubco after the closing of the Transactions. As such, in the future they will become eligible receive compensation that the Pubco board of directors determines to pay to its non-employee directors. For additional information, see “Management of Pubco Following the Business Combination—Non-Employee Directors.”

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CTAC’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on CTAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if CTAC fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, CTAC may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

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Current directors and officers will continue to benefit from indemnification and the continuation of directors’ and officers’ liability insurance.

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There is a possibility that the personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting KORE, completing a business combination with KORE and may influence their operation of Pubco following the business combination. This risk may become more acute as the deadline of October 26, 2022 for completing an initial business combination nears.

In addition, we have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us; further, such activity is expressly allowed under CTAC’s amended and restated memorandum and articles of association. Accordingly, such persons or entities may have a conflict between their interests and ours.

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

The CTAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transactions. In analyzing the business combination, members of the CTAC Board and management conducted due diligence on KORE. During the course of evaluating the terms of a potential business combination, the CTAC Board reviewed comparisons of selected financial data of KORE with financial data of companies perceived to be peers in the industry and, based on what it perceived to be a favorable comparison, concluded that the business combination was in the best interest of CTAC’s shareholders. The

officers and directors of CTAC have substantial experience in evaluating the operating and financial performance of companies in the telecommunications industry, as well as other companies more generally, and considered this knowledge and experience, 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., sufficient to enable them to perform the necessary analyses and make determinations regarding the Transactions. This was buttressed by the knowledge that CTAC’s officers and directors and CTAC’s advisors have substantial experience with mergers and acquisitions. Nonetheless, there is a risk that the lack of a third-party valuation or fairness opinion could cause an increased number of shareholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact CTAC’s ability to consummate the business combination. For more information on the CTAC Board’s decision-making process, see “Proposal No. 1—The Business Combination Proposal—CTAC’s Board of Directors’ Reasons for Approval of the Transactions.”

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by CTAC within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by CTAC for services rendered or contracted for or products sold to CTAC. Neither CTAC nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to CTAC. Please see the section entitled “Other Information Related to CTAC—Liquidation if No Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. In considering the recommendations of the CTAC Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus, CTAC’s shareholders should consider these interests.

The exercise of CTAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in CTAC’s shareholders’ best interest.

In the period leading up to Closing, events may occur that, pursuant to the Merger Agreement, would require CTAC to agree to amend the Merger Agreement, to consent to certain actions taken by KORE or to waive rights that CTAC is entitled to under, or conditions of, the Merger Agreement. Such events could arise because of changes in the course of KORE’s business, a request by KORE to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on KORE’s business and would entitle CTAC to terminate the Merger Agreement. In any of such circumstances, it would be at CTAC’s discretion, acting through the CTAC Board or its designee, to grant its consent or waive those rights or conditions, subject to the consent of the PIPE Investors in circumstances where the PIPE Investors’ economic benefits under the Subscription Agreement would reasonably be expected to be materially and adversely affected. The existence of the financial and personal interests of the officers and directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the officers or directors between what he, she or they may believe is best for CTAC and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. 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.

If CTAC is unable to complete the Transactions or another initial business combination by October 26, 2022, CTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and the CTAC Board, dissolving and liquidating. In such event, third parties may bring claims against CTAC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of CTAC’s current amended and restated memorandum and articles of association, CTAC must complete a business combination before the end of the completion window, or CTAC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and the CTAC Board, dissolving and liquidating. In such event, third parties may bring claims against CTAC. Although CTAC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of CTAC’s public shareholders. If CTAC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by CTAC for services rendered or contracted for or products sold to CTAC. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if CTAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if CTAC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, CTAC may not be able to return to its public shareholders at least $10.00 per share.

CTAC’s shareholders may be held liable for claims by third parties against CTAC to the extent of distributions received by them.

If CTAC is unable to complete the Transactions or another business combination within the completion window, CTAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and the CTAC Board, dissolve and liquidate, subject (in each case) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. CTAC cannot assure you that it will properly assess all claims that may be potentially brought against CTAC. As such, CTAC’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, CTAC cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by CTAC.

If CTAC is forced to file a bankruptcy case or winding up petition or an involuntary bankruptcy case or winding up petition is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by CTAC’s shareholders. Furthermore, because CTAC intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the CTAC Board may be viewed as having breached their fiduciary duties to CTAC’s creditors and/or may have acted in bad faith, and thereby exposing itself and CTAC to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. CTAC cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing CTAC shareholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on CTAC’s securities.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding CTAC or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire CTAC ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on CTAC’s securities. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares they own, either prior to or after the special meeting.

The proportionate ownership of CTAC’s shareholders will be reduced as a consequence of, among other transactions, the issuance of Pubco Common Stock as consideration in the business combination and the PIPE Investment and due to future issuances pursuant to the Incentive Plan. Having a minority share position in Pubco will reduce the influence that CTAC’s current shareholders have on the management of Pubco following the business combination.

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 ordinary shareholders (other than the PIPE Investors) will own approximately 28.7% in 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 (iii) 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, KORE employees, directors and consultants after the business combination will be eligible to receive equity awards under the Incentive Plan. Holders of Pubco Common Stock after the business combination will experience additional dilution when those equity awards are issued.

Having a minority ownership interest in Pubco may reduce the influence that CTAC’s current public shareholders have on the management of Pubco.

The Sponsor, existing stockholders of KORE and the PIPE Investors will beneficially own a significant equity interest in Pubco and may take actions that conflict with your interests.

The interests of the Sponsor, existing stockholders of KORE and the PIPE Investors may not align with the interests of current CTAC shareholders. The Sponsor, certain existing stockholders of KORE and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with KORE. The Sponsor, existing stockholders of KORE and the PIPE Investors, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to KORE’s business and, as a result, those acquisition opportunities may not be available to Pubco. The amended and restated certificate of incorporation of Pubco will provide that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the Sponsor or certain existing KORE stockholders or any of their respective officers, directors, employees, equity holders, members, principals, affiliates and subsidiaries (other than Pubco and its subsidiaries), other than those that are expressly offered to any non-employee director of Pubco in their capacity as a director or officer of Pubco. The amended and restated certificate of incorporation of Pubco will also provide that Sponsor, certain existing KORE stockholders and any of their respective officers, directors, employees, equity holders, members, principals, affiliates and subsidiaries (other than Pubco and its subsidiaries) do not have any fiduciary duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as Pubco or any of its subsidiaries.

Pubco may issue additional shares of Pubco Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

Pubco may issue additional shares of Pubco Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under the Incentive Plan, without shareholder approval, in a number of circumstances.

Pubco’s issuance of additional shares of Pubco Common Stock or other equity securities of equal or senior rank could have the following effects:

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your proportionate ownership interest will decrease;

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the relative voting strength of each previously outstanding CTAC ordinary share will be diminished; or

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the market price of our shares may decline.

CTAC has no operating history and its results of operations and those of Pubco may differ significantly from the Unaudited Pro Forma Financial Information included in this proxy statement/prospectus.

CTAC is a blank check company with no operating history or results.

This proxy statement/prospectus includes unaudited pro forma combined financial statements for Pubco. The unaudited pro forma combined statement of operations of Pubco combines (i) the historical audited results of operations of CTAC for the year ended December 31, 2020 and the unaudited results of CTAC for three months ended March 31, 2021, with (ii) the historical audited results of operations of KORE for the year ended December 31, 2020 and gives pro forma effect to the business combination as if it had been consummated on March 31, 2021. The unaudited pro forma combined balance sheet of Pubco combines the historical balance sheets of CTAC as of March 31, 2021 and of KORE as of March 31, 2021 and gives pro forma effect to the business combination as if it had been consummated on March 31, 2021.

The unaudited pro forma combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates

indicated above, or the future consolidated results of operations or financial position of Pubco Accordingly, Pubco’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Combined Financial Information.”

The announcement of the proposed business combination could disrupt KORE’s relationships with its clients, members, providers, business partners and others, as well as its operating results and business generally.

Whether or not the business combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed Transactions, risks relating to the impact of the announcement of the business combination on KORE’s business include the following:

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its employees may experience uncertainty about their future roles, which might adversely affect KORE’s ability to retain and hire key personnel and other employees;

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clients, members, providers, business partners and other parties with which KORE maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with KORE or fail to extend an existing relationship or subscription with KORE; and

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KORE has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed business combination.

If any of the aforementioned risks were to materialize, they could lead to costs which may impact KORE’s results of operations and cash available to fund its business.

KORE’s financial forecasts, which were presented to the CTAC Board and are included in this proxy statement/prospectus, may not prove accurate.

In connection with the Transactions, CTAC management presented certain forecasted financial information for KORE to the CTAC Board, which was internally prepared and provided by KORE, and adjusted by CTAC management to take into consideration the consummation of the Transactions (assuming that no CTAC Class A ordinary shares are elected to be redeemed by CTAC shareholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to KORE and CTAC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of KORE or CTAC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of KORE (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or as otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

CTAC and KORE have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by CTAC if the business combination is not completed.

CTAC and KORE expect to incur significant transaction and transition costs associated with the business combination and operating as a public company following the Closing. We and KORE may also incur additional

costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the business combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Pubco following the Closing. Even if the business combination is not completed, CTAC expects to incur approximately $500,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by CTAC if the business combination is not completed.

Warrants will become exercisable for Pubco Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants to purchase an aggregate of up to 8,911,745 shares of Pubco Common Stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and, as such, the warrants may expire worthless. See “— Even if CTAC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.”

Pubco may redeem your unexpired Pubco warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Pubco warrants worthless.

Pubco will have the ability to redeem the Pubco warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Pubco warrant, provided that the closing price of a shares of Pubco Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Pubco warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the Pubco warrants become redeemable by Pubco, Pubco may exercise its redemption right even if Pubco is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Pubco may redeem the Pubco warrants as set forth above even if the holders are otherwise unable to exercise the Pubco warrants. Redemption of the outstanding Pubco warrants could force you to (i) exercise your Pubco warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Pubco warrants at the then-current market price when you might otherwise wish to hold your Pubco warrants or (iii) accept the nominal redemption price which, at the time the outstanding Pubco warrants are called for redemption, Pubco expects would be substantially less than the market value of your Pubco warrants.

In addition, Pubco will have the ability to redeem the outstanding Pubco warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Pubco warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of Pubco Common Stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Pubco warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their Pubco warrants prior to redemption for a number of shares of Pubco Common Stock determined based on the redemption date and the fair market value of Pubco Common Stock. Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” The value received upon exercise of the Pubco warrants (i) may be less than the value the holders would have received if they had exercised their Pubco warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Pubco warrants, including because the number of common shares received in a cashless exercise is capped at 0.361 shares of Common Stock per Pubco warrant (subject to adjustment) irrespective of the remaining life of the Pubco warrants.

None of the private placement warrants will be redeemable by Pubco as (except as set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the price per share of Pubco Common Stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees.

Even if CTAC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.

The exercise price for CTAC public warrants is $11.50 per share of CTAC’s Class A ordinary shares. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and, as such, the warrants may expire worthless. If CTAC is unable to complete an initial business combination during the completion window, CTAC’s warrants will expire worthless.

General Risk Factors

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this proxy statement/prospectus, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in October 2020 and the underwriters’ partial exercise of the over-allotment option in November 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the Warrants we issued in connection with the October 2020 initial public offering and the underwriters’ partial exercise of the over- allotment option in November 2020, see pages F-3 through F-24 included in this proxy statement/prospectus.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors

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may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal control could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

Our warrants are expected to be accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

We expect to account for our Warrants as a “warrant liability”. At each reporting period (1) the accounting treatment of the Warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of KORE whom we expect to stay with the post-combination business following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel, including the key personnel of KORE. Although some key personnel may remain with the post-combination business in senior management or advisory positions following the business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of KORE will remain in place.

KORE’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of KORE’s officers could have a material adverse effect on KORE’s business, financial condition, or operating results.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on CTAC and KORE. These uncertainties may impair our or KORE’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or KORE’s business could be harmed.

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Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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costs related to intercompany restructurings;

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changes in tax laws, regulations or interpretations thereof; or

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Following the Closing, Pubco’s only significant asset will be its ownership interest in the KORE business and such ownership may not be sufficiently profitable or valuable to enable Pubco to pay any dividends on Pubco Common Stock or satisfy Pubco’s other financial obligations.

Following the Closing, Pubco will have no direct operations and no significant assets other than its ownership interest in the KORE business. Pubco will depend on the KORE business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to Pubco Common Stock. The earnings from, or other available assets of, the KORE business may not be sufficient to pay dividends or make distributions or loans to enable Pubco to pay any dividends on Pubco Common Stock or satisfy its other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the business combination. Please see the sections titled “CTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “KORE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information.

Following the Closing, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Pubco’s financial condition, results of operations and its stock price, which could cause you to lose some or all of your investment.

Although CTAC has conducted due diligence on the KORE business, CTAC cannot assure you that this diligence was sufficient to surface, or allow the thorough evaluation of, all of the material issues that may be present in such business, that it would have been possible to uncover all material issues through a customary amount of due diligence, that CTAC properly evaluated and assessed the risks identified by such diligence and made appropriate determinations with respect thereto, or that factors outside of the KORE business and/or outside of CTAC’s and KORE’s control will not later arise and impair the value of KORE. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges or otherwise suffer losses in respect of its investment in KORE. Even if CTAC’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with CTAC’s preliminary risk analysis. If any of these risks materialize, or get worse, this could have a material adverse effect on Pubco’s financial condition and results of operations and could contribute to negative market perceptions about our securities or Pubco.

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Accordingly, any of CTAC’s shareholders or warrant holders who choose to remain stockholders or warrant holders of Pubco following the business combination could suffer a reduction in the value of their shares and warrants. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the business combination contained an actionable material misstatement or material omission.

A market for Pubco’s securities may not continue, which would adversely affect the liquidity and price of Pubco’s securities.

CTAC is currently a blank check company and there has not been a public market for shares of KORE common stock since it is a private company. Following the business combination, the price of Pubco’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for Pubco’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of Pubco’s securities after the business combination can vary due to general economic conditions and forecasts, Pubco’s general business condition and the release of Pubco’s financial reports.

In the absence of a liquid public trading market:

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you may not be able to liquidate your investment in shares of Pubco Common Stock;

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you may not be able to resell your Pubco Common Stock at or above the price attributed to them in the business combination;

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the market price of shares of Pubco Common Stock may experience significant price volatility; and

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there may be less efficiency in carrying out your purchase and sale orders.

Additionally, if Pubco’s securities become delisted from the NYSE for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Pubco’s securities may be more limited than if Pubco was quoted or listed on the NYSE or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Pubco Common Stock may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of Pubco Common Stock following the Closing may decline. The market price of Pubco Common Stock at the time of the business combination may vary significantly from the market price of CTAC’s Class A ordinary shares on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which CTAC’s shareholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of Pubco’s securities could contribute to the loss of all or part of your investment. Prior to the execution of the Merger Agreement, there was not a public market for stock relating to the KORE business. Accordingly, the valuation ascribed to the KORE business in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of Pubco Common Stock following the business combination may fluctuate substantially and may be lower than the current market price of CTAC’s Class A ordinary shares. This may be especially true for companies like ours with a small public float. If an active market for Pubco’s securities develops and continues, the trading price of Pubco’s securities following the business combination could be volatile and subject to wide

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fluctuations. The trading price of Pubco Common Stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Pubco’s control and may not be related to Pubco’s operating performance. These fluctuations could cause you to lose all or part of your investment in Pubco Common Stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in Pubco’s securities and Pubco’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Pubco’s securities may not recover and may experience a further decline.

Factors affecting the trading price of Pubco securities following the business combination may include:

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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

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changes in the market’s expectations about our operating results;

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the public’s reaction to our press releases, other public announcements and filings with the SEC;

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speculation in the press or investment community;

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actual or anticipated developments in Pubco’s business, competitors’ businesses or the competitive landscape generally;

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the operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

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operating and stock price performance of other companies that investors deem comparable to ours;

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changes in laws and regulations affecting Pubco’s business;

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commencement of, or involvement in, litigation involving Pubco;

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changes in Pubco’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of Pubco Common Stock available for public sale;

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any major change in Pubco’s board of directors or management;

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sales of substantial amounts of Pubco Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;

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general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

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other risk factors listed under “Risk Factors.”

Broad market and industry factors may materially harm the market price of Pubco’s securities irrespective of Pubco’s operating performance. The stock market in general and the NYSE have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Pubco’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Pubco’s could depress Pubco’s stock price regardless of Pubco’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of Pubco Common Stock, regardless of Pubco’s actual operating performance. These fluctuations may be even

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more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of Pubco’s securities also could adversely affect Pubco’s ability to issue additional securities and Pubco’s ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Pubco’s quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a variety of factors, some of which are beyond Pubco’s control, resulting in a decline in Pubco’s stock price.

Upon consummation of the business combination, the rights of holders of Pubco Common Stock arising under the DGCL as well as the governing documents of Pubco will differ from and may be less favorable to the rights of holders of CTAC Class A ordinary shares arising under the Cayman Islands Companies Act as well as our current amended and restated memorandum and articles of association.

Upon consummation of the business combination, the rights of holders of Pubco Common Stock will arise under the governing documents of Pubco as well as the DGCL. Those new governing documents and the DGCL contain provisions that differ in some respects from those in our current amended and restated memorandum and articles of association and the Cayman Islands Companies Act and, therefore, some rights of holders of Pubco Common Stock could differ from the rights that holders of CTAC Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that Pubco becomes involved in costly litigation, which could have a material adverse effect on Pubco.

In addition, there are differences between the new governing documents of Pubco and the current governing documents of CTAC. The forms of the amended and restated certificate of incorporation of Pubco and the New Pubco Bylaws are attached as Annex B and Annex C, respectively, to this proxy statement/prospectus and we urge you to read them. Additionally, Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Transactions.”

The Pubco Merger may result in adverse tax consequences for holders of CTAC Class A ordinary shares and warrants, including holders exercising their redemption rights with respect to the CTAC Class A ordinary shares.

CTAC intends for the Pubco Merger to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code, i.e., an “F Reorganization.” If the Pubco Merger fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) of CTAC Class A ordinary shares or warrants generally would recognize gain or loss with respect to its CTAC Class A ordinary shares or warrants in an amount equal to the difference, if any, between the fair market value of the corresponding common stock or warrants of Pubco received in the Pubco Merger and the U.S. Holder’s adjusted tax basis in its CTAC Class A ordinary shares or warrants surrendered. Because the Pubco Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to CTAC Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Pubco Merger. Additionally, Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) may become subject to withholding tax on any amounts treated as dividends paid on Pubco Common Stock after the Pubco Merger.

Assuming that the Pubco Merger qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Code. A U.S. Holder whose CTAC Class A

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ordinary shares have an aggregate fair market value of less than $50,000 and who, on the date of the Pubco Merger, beneficially 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 not recognize any gain or loss and will not be required to include any part of CTAC’s earnings in income as a result of 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, beneficially 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% or more of the total value of all classes of CTAC stock, generally will recognize gain (but not loss) in respect of the Pubco Merger as if such U.S. Holder exchanged its CTAC Class A ordinary shares for Pubco Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations 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 the CTAC Class A ordinary shares held directly by such U.S. Holder. A U.S. Holder who, on the date of the Pubco Merger, beneficially 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 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 the CTAC Class A ordinary shares held directly by such U.S. Holder as a result of the Pubco Merger.

Additionally, even if the Pubco Merger qualifies as an F Reorganization, 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 have been promulgated with a retroactive effective date. CTAC believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of CTAC Class A ordinary shares to recognize gain under the PFIC rules on the exchange of CTAC Class A ordinary shares for Pubco Common Stock pursuant to the Pubco Merger unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s CTAC Class A ordinary shares. 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. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges CTAC warrants for newly issued Pubco warrants; currently, however, the elections mentioned above do not apply to CTAC warrants (for discussion regarding the unclear application of the PFIC rules to CTAC warrants, see “U.S. Federal Income Tax Considerations”). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of CTAC. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply or whether the IRS would assert that Section 1291(f) of the Code is self-executing notwithstanding the absence of final or temporary Treasury Regulations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting

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requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our shareholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (x) the last day of the fiscal year: (a) following October 26, 2025, the fifth anniversary of the CTAC IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Pubco Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (y) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Pubco Common Stock less attractive because we rely on these exemptions. If some investors find Pubco Common Stock less attractive as a result, there may be a less active trading market for Pubco Common Stock and our stock price may be more volatile.

Risks Related to the Redemption

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to CTAC prior to the consummation of the business combination.

You must tender your CTAC Class A ordinary shares in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to CTAC’s transfer agent or to deliver your CTAC ordinary shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your CTAC ordinary shares, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

CTAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of CTAC’s shareholders do not agree.

CTAC’s current amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that CTAC will not redeem public shares in an amount that would cause CTAC’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Merger Agreement provides that CTAC’s and KORE’s respective obligations to consummate the business combination are conditioned on CTAC having at least $5,000,001 of net tangible

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assets as of Closing Date and the amount of Available Closing CTAC Cash and freely available cash in the bank accounts of KORE and its subsidiaries being not less than $345,000,000 as of the Closing. As a result, CTAC may be able to complete the business combination even though a substantial portion of public shareholders do not approve the business combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by CTAC or the persons described above have been entered into with any such investor or holder. CTAC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the other proposals (as described in this proxy statement/prospectus) at the special meeting.

In the event that the aggregate cash consideration that CTAC would be required to pay for all CTAC Class A ordinary shares that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to CTAC, CTAC may not complete the business combination or redeem any shares, all CTAC Class A ordinary shares submitted for redemption will be returned to the holders thereof and CTAC may instead search for an alternate business combination.

See “Unaudited Combined Pro Forma Financial Information” for various redemption scenarios.

Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the CTAC Class A ordinary shares included in the units sold in the CTAC IPO unless such shareholder first obtains CTAC’s prior consent. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, CTAC will require each public shareholder seeking to exercise redemption rights to certify to CTAC whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to CTAC at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which CTAC makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over CTAC’s ability to consummate the business combination and you could suffer a material loss on your investment in CTAC if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if CTAC consummates the business combination without the prior consent of CTAC. As a result, you may continue to hold that number of shares aggregating to more than 15% of the shares sold in the CTAC IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. CTAC cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of shares of Pubco Common Stock will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge CTAC’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, CTAC’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

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There is no guarantee that a shareholder’s decision to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of CTAC might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Shareholders of CTAC who wish to redeem their CTAC Class A ordinary shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their CTAC Class A ordinary shares for a pro rata portion of the funds held in the trust account.

Shareholders electing to redeem their CTAC Class A ordinary shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Extraordinary General Meeting of CTAC Shareholders—Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If, despite CTAC’s compliance with the proxy rules, a shareholder fails to receive CTAC proxy materials, such shareholder may not become aware of the opportunity to redeem its CTAC Class A ordinary shares. In addition, the proxy materials that CTAC is furnishing to public shareholders of CTAC’s Class A ordinary shares in connection with the business combination describes the various procedures that must be complied with in order to validly redeem CTAC Class A ordinary shares. In the event that a shareholder fails to comply with these procedures, its CTAC Class A ordinary shares may not be redeemed.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the Closing, the CTAC Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved.

The CTAC Board is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, CTAC is unable to consummate the business combination. If the adjournment proposal is not approved, the CTAC Board will not have the ability to adjourn the special meeting to a later date and, therefore, the business combination would not be completed.

Additional Risks Related to Ownership of Pubco Common Stock Following the Business Combination and Pubco Operating as a Public Company

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, Pubco will incur significant legal, accounting and other expenses that CTAC does not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be required to comply with the applicable

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requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and NYSE, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and results of operations. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations. We expect that compliance with these requirements will increase Pubco’s legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that Pubco’s management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when Pubco is no longer an emerging growth company. We are in the process of hiring additional accounting personnel and, as a public company, may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.

We also expect that operating as a public company will make it more expensive for Pubco to obtain director and officer liability insurance, and Pubco may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for Pubco to attract and retain qualified people to serve on its board of directors, board committees or as executive officers.

Delaware law and Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws that will be in effect upon the Closing, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board or taking other corporate actions, including effecting changes in our management. Among other things, Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws include provisions regarding:

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providing for a classified board of directors with staggered, three-year terms;

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the ability of our Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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the proposed amended and restated certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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the limitation of the liability of, and the indemnification of, our directors and officers;

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provide that certain transactions are not “corporate opportunities” and that the Identified Persons (as defined in the amended and restated certificate of incorporation) are not subject to the doctrine of corporate opportunity and such Identified Persons do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Pubco or any of its subsidiaries;

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provide that Pubco will not be governed by Section 203 of the DGCL and, instead, include a provision in the amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL, and acknowledge that certain stockholders cannot be “interested stockholders” (as defined in the amended and restated certificate of incorporation);

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the ability of our Board to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

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advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Pubco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.

NYSE may not list Pubco’s securities on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities and subject Pubco to additional trading restrictions.

In connection with the business combination, in order to continue to obtain the listing of Pubco’s securities on NYSE, Pubco will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements. We will apply to have Pubco’s securities listed on NYSE upon consummation of the business combination. We cannot assure you that Pubco will be able to meet all initial listing requirements. Even if Pubco’s securities are listed on NYSE, Pubco may be unable to maintain the listing of its securities in the future

If, in connection with or after the business combination, Pubco fails to meet the initial listing requirements or maintain the listing, and if NYSE or another national securities exchange does not list its securities on its exchange, Pubco shareholders could face significant material adverse consequences, including:

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a limited availability of market quotations for Pubco securities;

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reduced liquidity for Pubco’s securities;

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a determination that Pubco Common Stock is a “penny stock” which will require brokers trading Pubco Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Pubco securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Pubco’s securities were not listed on the NYSE, such securities would not qualify as covered securities and Pubco would be subject to regulation in each state in which it offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.

The provision of Pubco’s amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

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asserting a claim against Pubco or any current or former director, officer or stockholder governed by the internal affairs doctrine will have to be brought in a state court located within the state of Delaware (or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act; provided, however, that Pubco’s stockholders will not be deemed to have waived Pubco’s compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws, a court could find the choice of forum provisions contained in Pubco’s amended and restated certificate of incorporation to be inapplicable or unenforceable.

Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds either exclusive forum provision contained in Pubco’s amended and restated certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The price of Pubco’s securities may be volatile.

Upon consummation of the business combination, the price of Pubco’s securities may fluctuate due to a variety of factors, including:

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the success of competitive services or technologies;

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developments related to our existing or any future collaborations;

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regulatory or legal developments in the United States and other countries;

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developments or disputes concerning our intellectual property or other proprietary rights;

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the recruitment or departure of key personnel;

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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

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variations in our financial results or those of companies that are perceived to be similar to us;

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general economic, industry and market conditions; and

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the other factors described in this “Risk Factors” section.

These market and industry factors may materially reduce the market price of Pubco Common Stock regardless of the operating performance of Pubco, including the KORE businesses acquired in the business combination.

Future resales of Pubco Common Stock after the consummation of the Transactions may cause the market price of Pubco securities to drop significantly, even if Pubco’s business is doing well.

Pursuant to the Investor Rights Agreements, after the consummation of the Transactions, the Sponsor and the KORE stockholders party thereto will be contractually restricted from selling or transferring any of its shares of

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Pubco Common Stock (the “Lock-up Shares”), other than (i) any transfer to an affiliate of a holder, (ii) distribution to profit interest holders or other equity holders in such holder or (iii) as a pledge in a bona fide transaction to third parties as collateral to secure obligations under lending arrangements with third parties. Such restrictions begin at Closing and end on the date that is 12 months after the Closing.

However, following the expiration of such lockup, the Sponsor and the KORE equityholders party to the Investor Rights Agreement will not be restricted from selling shares of Pubco stock held by them, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their shares of Pubco Common Stock following the closing of the business combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Pubco Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Pubco Common Stock. The shares held by Sponsor and the KORE Holders may be sold after the expiration of the applicable lock-up period under the Investor Rights Agreement. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in Pubco’s share price or the market price of Pubco Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

In addition, Pubco may issue additional shares of Pubco Common Stock or other equity securities without the approval of investors, which would reduce investors’ proportionate ownership interests and may depress the market price of Pubco Common Stock.

Pubco may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Pubco securities may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. Pubco may be the target of this type of litigation in the future. Securities litigation against Pubco could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Reports published by analysts, including projections in those reports that differ from Pubco’s actual results, could adversely affect the price and trading volume of Pubco Common Stock.

Securities research analysts may establish and publish their own periodic projections for Pubco following consummation of the business combination. These projections may vary widely and may not accurately predict the results Pubco actually achieves. Pubco’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Pubco downgrades Pubco’s stock or publishes inaccurate or unfavorable research about Pubco’s business, Pubco’s share price could decline. If one or more of these analysts ceases coverage of Pubco or fails to publish reports on Pubco regularly, Pubco’s securities price or trading volume could decline. While we expect research analyst coverage following consummation of the business combination, if no analysts commence coverage of Pubco, the market price and volume for Pubco’s securities could be adversely affected.

Pubco does not intend to pay cash dividends for the foreseeable future.

Following the business combination, Pubco currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Pubco’s board of directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

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EXTRAORDINARY GENERAL MEETING OF CTAC SHAREHOLDERS

General

CTAC is furnishing this proxy statement/prospectus to CTAC’s shareholders as part of the solicitation of proxies by the CTAC Board for use at the extraordinary general meeting of CTAC shareholders to be held on September 16, 2021 and at any adjournment or postponement thereof. This proxy statement/prospectus provides CTAC’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of shareholders will be held at the offices of Maples Group at Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands and via live webcast at https://www.cstproxy.com/ctac/sm2021, at 10 a.m. Eastern Time, on September 16, 2021. The special meeting can be accessed by visiting https://www.cstproxy.com/ctac/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer & Trust Company, the Transfer Agent.

Purpose of the CTAC Special Meeting

At the special meeting, CTAC is asking holders of CTAC’s ordinary shares to consider and vote upon:

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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 amended and the New Pubco Bylaws that will be the certificate of incorporation and bylaws 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:

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

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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;

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

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

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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

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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

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Recommendation of the CTAC Board

The CTAC Board unanimously recommends that shareholders 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 shareholder 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.

Record Date; Persons Entitled to Vote

CTAC has fixed the close of business on August 9, 2021, as the record date for determining CTAC shareholder shareholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were CTAC ordinary outstanding and entitled to vote. Each CTAC ordinary share is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance in person via the virtual meeting website or by proxy, of a majority of the CTAC outstanding ordinary shares as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. 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.

Vote Required

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.

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 or the adjournment proposal will have no effect on such proposals.

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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. It is important for you to note that in the event that either the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal does not receive the requisite vote for approval, we will not consummate the Transactions.

Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal, and the adjournment proposal.

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.

Voting Your Shares

Each CTAC ordinary share that you own in your name entitles you to one vote. 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.

There are two ways to vote your CTAC ordinary shares at the special meeting:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “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. Votes received after a matter has been voted upon at the special meeting will not be counted.

•

You can attend the special meeting in person or via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website https://www.cstproxy.com/ctac/sm2021. You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer & Trust Company. Instructions on how to attend and participate at the special meeting are available at https://www.cstproxy.com/ctac/sm2021.

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way CTAC can be sure that the broker, bank or nominee has not already voted your shares.

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Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify CTAC’s Secretary in writing before the special meeting that you have revoked your proxy; or

•

you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares of CTAC, you may call Morrow Sodali LLC, CTAC’s proxy solicitor, at (800) 662-5200 (Toll Free) or ctac.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to our current amended and restated memorandum and articles of association, public shareholders may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the business combination proposal or vote at all. Any shareholder holding public shares as of the record date may demand that CTAC redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $10.00 per share as of August 9, 2021, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly and timely seeks redemption as described in this section and the business combination is consummated, Pubco will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a public shareholder, together with any affiliate 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 rights 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 for cash without the prior consent of CTAC.

The Sponsor has agreed not to exercise redemption rights with respect to any ordinary shares of CTAC owned by them in connection with the Transactions.

Public shareholders may demand redemption by delivering their share certificates physically or their shares electronically using Depository Trust Company’s DWAC System, to CTAC’s transfer agent no later than two business days prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

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shareholder delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

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, as applicable. In such case, CTAC will promptly return any shares delivered by public shareholders. Additionally, if CTAC would be left with less than $5,000,001 of net tangible assets as a result of the public shareholders properly and timely demanding redemption of their shares for cash, CTAC will not be able to consummate the business combination.

The closing price of CTAC’s Class A ordinary shares on August 9, 2021, the record date for the special meeting, was $9.93 per share. The cash held in the trust account on such date was approximately $259,189,949 ($10.00 per public share). Prior to exercising redemption rights, shareholders should verify the market price of CTAC’s ordinary shares as they may receive higher proceeds from the sale of their CTAC’s ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. CTAC cannot assure its shareholders that they will be able to sell their ordinary shares of CTAC in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a public shareholder exercises its redemption rights, then it will be exchanging its shares of Pubco for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly and timely demand redemption no later than the close of the vote on the business combination proposal by delivering your share certificate (either physically or electronically) to CTAC’s transfer agent no later than two business days prior to the vote at the special meeting, and the business combination is consummated.

Dissenter’s Rights

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 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 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 member of (i) stockholder of KORE, as the surviving entity of the First Merger or (ii) LLC Merger Sub, as the surviving entity of the Second Merger.

Proxy Solicitation Costs

CTAC is soliciting proxies on behalf of the CTAC Board. This solicitation is being made by mail. CTAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. CTAC will bear the cost of the solicitation.

CTAC has hired Morrow Sodali LLC to assist in the proxy solicitation process. CTAC will pay that firm a fee of $35,000 plus disbursements. Such payment will be made from non-trust account funds.

CTAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. CTAC will reimburse them for their reasonable expenses.

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PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

CTAC’s shareholders are being asked 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. The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement and the effects of the business combination. Please see the subsection entitled “—Certain Agreements Related to the Business Combination—Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement, and the subsection entitled “—Governance of Pubco Post-Closing” for a description of certain of the governance provisions that will be in effect at Pubco post-Closing.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the votes cast by holders of our outstanding CTAC ordinary shares represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting.

General

Structure of the Transactions

Pursuant to the Merger Agreement, on the day immediately prior to the Closing Date, CTAC will merge with and into LLC Merger Sub, a subsidiary of Pubco, with LLC Merger Sub being the surviving entity and Pubco as parent of the surviving entity. On the Closing Date, after contribution of Corp Merger Sub to Pubco, a business combination between CTAC and KORE will be effected through the First Merger, whereby Corp Merger Sub will merge with and into KORE with KORE surviving such merger, followed by the Second Merger, whereby, immediately following the First Merger and as part of the same overall transaction as the First Merger, KORE will merge with and into LLC Merger Sub, with LLC Merger Sub surviving such merger as a wholly owned subsidiary Pubco.

The business combination will be effected as described in the following diagram:

Pubco Merger: CTAC will merge with and into LLC Merger Sub, a subsidiary of Pubco, with LLC Merger Sub being the surviving entity and Pubco as parent of the surviving entity. Sponsor will then contribute 100% of its equity interests in Corp Merger Sub, a direct wholly owned subsidiary of Sponsor, to Pubco.

LOGO

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LOGO

First Merger: Corp Merger Sub will merge with and into KORE with KORE surviving such merger

LOGO

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Second Merger: KORE will merge with and into LLC Merger Sub, with LLC Merger Sub surviving such merger as a wholly owned subsidiary of Pubco

LOGO

The following diagram illustrates the ownership structure of Pubco immediately following the business combination:

LOGO

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Pubco Merger Consideration

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 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.

Closing Merger Consideration

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, 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 October 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 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”).

Impact of the Business Combination on CTAC’s Public Float

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 retain an ownership interest of 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 (iii) 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. For more information, please see the section entitled “Unaudited Pro Forma Combined Financial Information.”

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	Assuming No Redemptions			Assuming Maximum Redemptions (Without Backstop)			Assuming Maximum Redemptions (With Backstop)
Sponsor and certain affiliates		8.1	%		9.5	%		10.9	%
Public Shareholders		28.7	%		15.7	%		3.6	%
PIPE Investors		24.9	%		29.5	%		33.7	%
Former KORE Stockholders		38.3	%		45.3	%		51.8	%

Pubco Warrant Redemptions

Pubco warrants are redeemable for Cash when the price per share of Pubco Common Stock equals or exceeds $18.00.

Once the warrants become exercisable, Pubco may call the warrants for redemption (except as described herein with respect to the private placement of warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and

•

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redemption period. If and when the warrants become redeemable by Pubco, Pubco may exercise its redemption right even if Pubco is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Pubco warrants are redeemable for Cash when the price per share of Pubco Common Stock equals or exceeds $10.00.

Once the warrants become exercisable, Pubco may call the warrants for redemption:

•

in whole and not in part;

•

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Redemption Date	Fair Market Value of Pubco Common Stock
(period to expiration of warrants)	$	10.00	$	11.00	$	12.00	$	13.00	$	14.00	$	15.00	$	16.00	$	17.00	$	18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

Certain Agreements Related to the Business Combination

Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and Annex A-1 and which is incorporated by reference in this proxy statement/prospectus. All shareholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the business combination.

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Pubco Merger

On the terms and subject to the conditions set forth in the Merger Agreement, at the Pubco Merger Effective Time, by virtue of the Pubco Merger and without any further action on the part of any party or the holders of any securities of CTAC, the following shall occur:

•

each CTAC Class A ordinary share issued and outstanding immediately prior to the Pubco Merger Effective Time (other than those owned by CTAC or any subsidiary of CTAC or treasury shares) shall be automatically cancelled and extinguished and converted into one share of Pubco Common Stock, following which, all CTAC Class A Shares shall cease to be outstanding and shall automatically be canceled and extinguished and shall cease to exist by virtue of the Pubco Merger and without any action on the part of any party or the holders of CTAC Class A ordinary shares;

•

each CTAC Class B ordinary share issued and outstanding immediately prior to the Pubco Merger Effective Time (other than those owned by CTAC or any subsidiary of CTAC or treasury shares) shall be automatically cancelled, extinguished and converted into one share of Pubco Common Stock, following which, all CTAC Class B ordinary shares shall cease to be outstanding and shall automatically be canceled and extinguished and shall cease to exist by virtue of the Pubco Merger and without any action on the part of any Party or the holders of CTAC Class B ordinary shares; and

•

each CTAC warrant issued and outstanding immediately prior to the Pubco Merger Effective Time will automatically become a Pubco warrant exercisable (where a whole Pubco warrant) for one share of Pubco Common Stock at the same exercise price per share and on the same terms in effect immediately prior to the Pubco Merger Effective Time, and the rights and obligations of CTAC under the Warrant Agreement will be irrevocably assigned and assumed by Pubco.

Closing Merger Consideration

On the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time, by virtue of the First Merger, and without any further action on the part of any party or the holders, 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, A-1 and 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 October 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 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”).

Treatment of KORE Options

The Merger Agreement provides that as of immediately prior to the First Effective Time, KORE will take all necessary and appropriate actions (including obtaining any applicable Option Cancellation Agreements and taking formal action on behalf of KORE’s board of directors) so that, as of the First Effective Time, (i) each

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KORE Option that is then outstanding shall be cancelled and converted into the right to receive the applicable portion of the Option Consideration set forth in the Allocation Schedule (as described in the corresponding Option Cancellation Agreement), less applicable tax withholding and without interest or otherwise in accordance with and subject to the terms and conditions of this Agreement or (ii) will be cancelled for no consideration. Immediately following the Closing, there shall be no KORE Options outstanding.

Representations and Warranties

The Merger Agreement contains representations and warranties of CTAC Parties and KORE, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters. See “—Material Adverse Effect” below. The representations and warranties of CTAC are also qualified by information included in CTAC’s public filings, filed or furnished to the SEC prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).

Representations and Warranties of KORE

KORE has made representations and warranties relating to, among other things, corporate organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, current capitalization of KORE and its subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, compliance with laws, contracts and no defaults, KORE benefit plans, labor matters, taxes, insurance, permits, personal property and assets, real property, intellectual property and IT security, environmental matters, absence of changes, brokers’ fees, business relationships, related party transactions, information supplied and regulatory compliance.

Representations and Warranties of CTAC Parties

CTAC Parties have made representations and warranties relating to, among other things, corporate organization, due authorization, no conflict, litigation and proceedings, governmental authorities and consents, financial ability and trust account, brokers’ fees, SEC reports, financial statements, undisclosed liabilities, business activities, tax matters, capitalization, NYSE listing, PIPE Investment, related party transactions, Investment Company Act, and this proxy statement/prospectus.

Material Adverse Effect

Under the Merger Agreement, (i) certain representations and warranties of KORE are qualified in whole or in part by a Material Adverse Effect standard for purposes of determining whether a breach of such representations and warranties has occurred and (ii) certain of the representations and warranties of KORE must be true and correct subject to a Material Adverse Effect standard as a condition to CTAC’s obligation to close the Transactions (subject to the waiver of such condition by CTAC).

With respect to KORE and its subsidiaries, a material adverse effect under the Merger Agreement means any effect, occurrence, development, fact, condition or change (each an “Effect”) that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of KORE and its subsidiaries, taken as a whole. However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”:

(a)

any change in the applicable Laws or GAAP or any interpretation thereof;

(b)

any change in interest rates or economic, political, business financial commodity, currency or market conditions generally;

(c)

the announcement of the Merger Agreement or any of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, landlords, licensors, distributors, partners, providers and employees;

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(d)

any Effect generally affecting any of the industries or markets in which KORE or its subsidiaries operate or the economy as a whole;

(e)

any earthquake, hurricane, epidemic, pandemic, tsunami, tornado, flood, mudslide, wildfire, or other natural disaster, act of God or other force majeure event;

(f)

any national or international political or social condition in countries in which, or in the proximate geographic region of which, KORE operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency of war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel;

(g)

any failure of KORE and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets, provided that this clause shall not prevent a determination that any Effect not otherwise excluded from this definition of Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in, or would otherwise be expected to result in, a Material Adverse Effect;

(h)

COVID-19, any COVID-19 Measure, or KORE’s or any of its Subsidiaries’ compliance therewith; and

(i)

the taking of any action expressly required by this Agreement or with the express written consent of CTAC.

Any change referred to in clauses (a), (b), (d), (e) and (f) above may be taken into account in determining if a Material Adverse Effect has occurred but only to the extent that such changes have had a disproportionate and adverse effect on KORE and its subsidiaries, taken as a whole, as compared to other similarly situated competitors or comparable entities operating in the industries and markets in which KORE and its subsidiaries operate.

Covenants and Agreements

KORE has made covenants relating to, among other things, conduct of business, inspection, no claim against the trust account, 280G matters, FIRPTA, KORE Stockholder Approval, termination of affiliate agreements, financing cooperation, R&W insurance, the Investor Rights Agreement and the 2020 Audited Financial Statements.

CTAC has made covenants relating to, among other things, indemnification and insurance, conduct of business, the PIPE Investment, inspection, NYSE listing, public filings, Section 16 matters, Pubco directors, committees and officers, the Incentive Plan, compensation matters, qualification as an emerging growth company and the Investor Rights Agreement.

Both CTAC and KORE have made covenants relating to, among other things, support of the Transactions, proxy statement/registration statement, CTAC special meeting, exclusivity, tax matters, confidentiality and publicity, cooperation, employee matters, HSR approval and regulatory matters and post-closing transaction expenses.

Conduct of KORE During the Interim Period

KORE has agreed that from the date of the Merger Agreement until the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as required by the Merger Agreement, as required by applicable law, as set forth in Section 7.01 of the disclosure letter delivered by KORE in connection with the Merger Agreement (the “KORE Disclosure Letter”) or as consented to in writing by CTAC (which consent will not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course of business (subject to COVID-19 and COVID-19 Measures) and use its commercially reasonable efforts to (a) continue to accrue and collect accounts receivable, accrue and pay

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accounts payable and other expenses and establish reserves for uncollectible accounts in accordance with past custom and practice, and (b) generally seek to enhance or maintain consistent with KORE’s past practice assets, properties, goodwill, and relationships of carriers, suppliers, vendors and customers, in each case, having business relationships with KORE or any of its subsidiaries that are material to KORE and its subsidiaries, taken as a whole.

During the Interim Period, KORE has also agreed not to, and to cause its subsidiaries not to, except as required by the Merger Agreement, as set forth in Section 7.01 of the KORE Disclosure Letter or as consented to in writing by CTAC (which consent will not be unreasonably conditioned, withheld, delayed or denied except in certain cases as described in the Merger Agreement as to which CTAC’s consent may be granted or withheld in its sole discretion):

(a)

change or amend the governing documents of KORE or its subsidiaries;

(b)

make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly owned subsidiary of KORE to KORE or any other wholly owned subsidiaries of KORE;

(c)

(i) issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares of capital stock or any other equity or voting securities of KORE or any of its subsidiaries or (ii) issue, grant or agree to provide any options, warrants or other rights to purchase or obtain any shares of capital stock or any other equity or equity-based or voting securities of KORE;

(d)

sell, assign, transfer, convey, lease, license, abandon, subject to or grant any lien (other than any liens granted by KORE or any of its subsidiaries pursuant to KORE Credit Agreement) on, or otherwise dispose of, any assets or properties (in each case, with a fair market value in excess of $500,000) of KORE and its subsidiaries, taken as a whole, other than (i) the sale of goods and services to customers, (ii) the sale or other disposition of assets or equipment deemed by KORE in its good faith reasonable business judgment to be obsolete or no longer be material to the business of KORE and its subsidiaries taken as a whole, in each such case, in the ordinary course of business, or (iii) non-exclusive licensing of intellectual property in the ordinary course of business;

(e)

(i) cancel or compromise any claim or Indebtedness owed to KORE or any of its subsidiaries or (ii) settle any pending or threatened Action (A) if such settlement would require payment by KORE and/or its subsidiaries in an amount greater than $2,000,000, (B) to the extent such settlement includes an agreement by KORE and/or its subsidiaries to accept or concede injunctive relief or (C) to the extent such settlement is materially adverse to KORE or its subsidiaries or involves an Action brought by a governmental authority or alleged criminal wrongdoing;

(f)

except as required by applicable Law or the terms of any existing company benefit plans as in effect on the date hereof and set forth on Section 5.13(a) of KORE Disclosure Letter or pursuant to the terms of this Agreement, (i) increase the annual base compensation or benefits of employees of KORE or its subsidiaries, except for salary increases that do not exceed, in the aggregate, 5% of the aggregate salary paid by KORE and its subsidiaries in calendar year 2020 (and that would not, in the case of an employee with a current annual base salary in excess of $250,000, exceed 20% of such employee’s current annual base salary), (ii) make any material grant of or promise any severance, retention, incentive or termination payment to any person, or any material increase in any of the foregoing, except severance or termination payments in connection with the termination of any employee in the ordinary course of business and consistent with past practice, (iii) make any change in the key management structure of KORE or any of its subsidiaries, including the hiring of additional officers or the termination (other than for “cause”) of existing officers, or (iv) hire any employee of KORE or its subsidiaries other than any employee with an annual base salary of less than $300,000;

(g)

directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any

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business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof;

(h)

make any loans or advance any money or other property to any employees or officers of KORE or any of its subsidiaries, except for advances in the ordinary course of business to employees or officers of KORE or any of its subsidiaries for expenses not to exceed $10,000 individually or $200,000 in the aggregate;

(i)

implement any employee layoffs, plant closing, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would implicate the WARN Act or any similar local law(s) relating to layoffs or reductions in force;

(j)

redeem, purchase or otherwise acquire, any shares of capital stock (or other equity interests) of KORE or any of its subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of KORE or any of its subsidiaries;

(k)

adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares of capital stock or other equity interests or securities of KORE;

(l)

make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of KORE and its Subsidiaries, other than as may be required by applicable Law, GAAP, SEC guidelines or regulatory guidelines;

(m)

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of KORE or its subsidiaries;

(n)

make (in a manner inconsistent with past practice), change or revoke any material Tax election adopt or change (or request any governmental authority to change) any material accounting method or accounting period with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability or claim for a refund of a material amount of Taxes, enter into any closing agreement or other binding written agreement with respect to any Tax with a governmental authority, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment (other than pursuant to an extension of time to file any Tax Return obtained in the ordinary course of business), file any Tax Return in a manner inconsistent in any material respect with past practice, or enter into any Tax sharing or Tax indemnification agreement or similar agreement (excluding, for the avoidance of doubt, commercial contracts not primarily relating to Taxes);

(o)

issue any debt securities, incur Indebtedness in excess of $1,000,000 or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for indebtedness (other than Indebtedness under KORE’s and its subsidiaries’ current debt documents (including any borrowings its revolving credit facility up to the limits of this facility) or capital leases entered into in the ordinary course of business, in each case, which shall not, for the avoidance of doubt, be restricted in any manner);

(p)

terminate without replacement any material insurance policies covering KORE and its subsidiaries and their respective properties, assets and businesses;

(q)

enter into any agreement that materially restricts the ability of KORE or its subsidiaries to engage or compete in any line of business or enter into a new line of business other than in the ordinary course of business consistent with past practice;

(r)

enter into, assume, materially amend, or terminate any collective bargaining or similar labor contract, other than in the ordinary course of business or as required by applicable Law;

(s)

enter into, modify or supplement in any material adverse respect, waive any material rights under or terminate any Contract that is (or would be if entered into prior to the date of this Agreement) a material contract, other than in the ordinary course of business or as required by Law;

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(t)

acquire any ownership interest in any real property; or

(u)

enter into any agreement, or otherwise become obligated, to do any action prohibited pursuant to the foregoing.

Pursuant to the Acknowledgement and Waiver attached to this proxy statement/prospectus as Annex A-2, CTAC has waived items (o) and (u) above solely in connection with the entry into the Backstop Agreement, and will be deemed to have waived such items to permit KORE to utilize the Backstop Financing upon consenting to such utilization.

Conduct of CTAC During the Interim Period

During the Interim Period, each CTAC Party has agreed to, and to cause its subsidiaries to comply with, and continue performing under, as applicable, their respective organizational documents, the Trust Agreement, the Transaction Agreements and all other agreements or contracts to which each CTAC Party or its subsidiaries may be a party.

During the Interim Period, each CTAC Party has also agreed not to, and to cause each of its subsidiaries not, except as required by the Merger Agreement, as required by applicable law or as consented to by KORE in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied, except in certain cases as described in the Merger Agreement as to which KORE’s consent may be granted or withheld in its sole discretion):

(a)

change, modify, supplement, restate or amend the Trust Agreement, the amended and restated memorandum and articles of association or any of the other governing documents of the CTAC, Pubco, Corp Merger Sub or LLC Merger Sub;

(b)

(i) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, CTAC; (ii) split, combine or reclassify any capital stock of, or other equity interests in, CTAC; or (iii) other than in connection with the CTAC shareholder redemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, CTAC;

(c)

make (in a manner inconsistent with past practice), change or revoke any material Tax election, adopt or change (or request any governmental authority to change) any material accounting method or accounting period with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability or claim for a refund of a material amount of Taxes, enter into any closing agreement or other binding written agreement with respect to any Tax with a governmental authority, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment (other than pursuant to an extension of time to file any Tax Return obtained in the ordinary course of business), file any Tax Return in a manner inconsistent in any material respect with past practice, or enter into any Tax sharing or Tax indemnification agreement or similar agreement (excluding, for the avoidance of doubt, commercial Contracts not primarily relating to Taxes);

(d)

enter into, renew, modify, supplement or amend any transaction or contract with an affiliate of CTAC (including, for the avoidance of doubt, the Sponsor, and, where applicable, (i) anyone related by blood, marriage or adoption to the Sponsor or (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); provided that CTAC and its subsidiaries shall be permitted to enter into statements of work under contracts existing on the date of the Merger Agreement between CTAC and any of its affiliates and disclosed in the SEC reports;

(e)

waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability that would involve (i) payment of $1,000,000 individually or in the aggregate, (ii) an agreement to accept or concede injunctive relief or (iii) an Action brought by a governmental authority or alleged criminal wrongdoing;

(f)

incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;

(g)

(i) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock

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ownership interests or similar rights in, CTAC, any other CTAC Party or any of their respective subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of CTAC Class A ordinary shares in connection with the exercise of any CTAC warrants outstanding on the date hereof, or (y) issuance of CTAC Class A ordinary shares at not less than $10 per share on the terms set forth in the Subscription Agreements, or (ii) amend, modify or waive any of the terms or rights set forth in, any CTAC warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(h)

make any capital contributions in any person other than CTAC or any of its subsidiaries;

(i)

authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; or

(j)

enter into any agreement, or otherwise become obligated, to take any action prohibited pursuant to the foregoing.

Covenants of KORE

Pursuant to the Merger Agreement, KORE has agreed, among other things, to:

•

during the Interim Period, subject to confidentiality obligations that may be applicable to information furnished to KORE or any of its subsidiaries by third parties and except for any information that is subject to attorney-client privilege or other privilege from disclosure, and to the extent permitted by applicable law, (i) afford (and cause its subsidiaries to afford) CTAC and its representatives reasonable access to its and its subsidiaries’ properties, assets, books, contracts, commitments, tax returns, records and appropriate officers and employees and (ii) use (and cause its subsidiaries to use) commercially reasonable efforts to furnish such representatives with financial and operating data and other information concerning its and its subsidiaries’ business and affairs that are in its or its subsidiaries’ possession, in each case as CTAC and its representatives may reasonably request solely for purposes of consummating the Transactions;

•

on behalf of itself and its controlled affiliates, irrevocably waive any past, present or future right, title, interest or claim of any kind against, and any right to access, the Trust Account or any distribution therefrom or to collect from the trust account any monies that may be owed to it or its controlled affiliates by CTAC or any of its affiliates for any reason whatsoever, and not seek recourse against the Trust Account at any time for any reason whatsoever;

•

to the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of KORE has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, KORE will: (i) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (ii) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (i), submit to a vote of the stockholders of KORE entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits (the “280G Stockholder Vote”). Prior to, and in no event later than five days prior to soliciting such waivers and approval, KORE shall provide drafts of such waivers and approval materials to CTAC for its review and comment. No later than two days prior to soliciting the waivers, KORE shall provide CTAC with the calculations and related documentation to determine whether and

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to what extent the 280G Stockholder Vote is necessary in order to avoid the imposition of taxes under Section 4999 of the Code. Prior to the Closing Date, KORE shall deliver to CTAC evidence that the 280G Stockholder Vote and whether the requisite number of votes of the stockholders of KORE was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained;

•

at the Closing, deliver to Pubco the FIRPTA certification and notice;

•

(i) obtain and deliver to CTAC, KORE stockholders’ approval of the Merger Agreement and the Transactions in accordance with the DGCL and KORE’s governing documents (the “KORE Stockholder Approval”), (a) in the form of a written consent executed by certain stockholders of KORE as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders and KORE, and in any event within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to stockholders and KORE and (b) in accordance with the terms and subject to the conditions of KORE’s governing documents;

•

as promptly as practicable following the receipt of the KORE Stockholder Approvals, KORE shall prepare and deliver to each holder of Company stock who has not executed and delivered the written consent referenced above an information statement, in form and substance required under the DGCL and will provide CTAC with a reasonable opportunity to review and comment on the registration statement, which shall include (i) copies of the Merger Agreement and the Registration Statement, (ii) a description of any dissenters’ rights of the holders of Company stock available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section228(e) of the DGCL, notice to any holder of Company stock who has not executed and delivered the written consent referenced above notice of the corporate action by those holders of Company stock who did execute the written consent;

•

prior to the Closing, (i) terminate or cause to be terminated, without liability to CTAC, KORE or any of KORE’s Subsidiaries, all Affiliate Agreements entered into solely between KORE or any of KORE’s Subsidiaries, on the one hand, and Abry Partner II, LLC or any of its Affiliates, on the other hand and (ii) use commercially reasonable efforts to terminate, or cause to be terminated, without liability to CTAC, KORE or any of KORE’s subsidiaries, all other affiliate agreements, in each case, with evidence reasonably satisfactory to CTAC that such affiliate agreements have been terminated effective prior to the Closing, except, in each case, for the affiliate agreements set forth on Section 7.07 of KORE Disclosure Letter;

•

prior to the Closing, use commercially reasonable efforts to cause its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing (or refinancing or any amendment or waiver in respect of KORE Credit Agreement) arrangement the parties may seek in connection with the Transactions (it being understood and agreed that the decision to seek any such financing (or refinancing, amendment or waiver) and the terms of any such financing (or refinancing or any amendment or waiver in respect of KORE Credit Agreement) shall be subject to the Parties’ mutual agreement);

•

in the event that CTAC obtains buyer-side representations and warranties insurance policy with respect to the representations and warranties of KORE, use commercially reasonable efforts to provide to CTAC reasonable assistance as is reasonably required so as to permit the binding and issuance of such insurance policy prior to Closing;

•

deliver to CTAC a copy of the Investor Rights Agreement, duly executed by each stockholder of KORE receiving Pubco Common Stock at Closing.

•

(i) within 15 business days of the date of the Merger Agreement, deliver to CTAC true, correct, accurate and complete copies of the 2020 Audited Financial Statements, which shall comply in all

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material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to registrations, in effect as of the date thereof, (ii) make available to CTAC any underlying documentation and workpapers supporting the 2020 Audited Financial Statements, in each case, to the extent reasonably requested by CTAC, and (iii) use commercially reasonable efforts to make KORE’s auditor available to CTAC to assist in CTAC’s review of the 2020 Audited Financial Statements.

•

at or prior to the Closing, purchase directors’ and officers’ liability insurance policy covering those persons who are currently covered by KORE’s or any of its subsidiaries’ directors’ and officers’ liability insurance policies on terms not materially less favorable in the aggregate than the terms of such current insurance coverage, except that in no event will Pubco be required to pay an annual premium for such insurance in excess of 300% of the last annual payment made by KORE or any of its affiliates for such directors’ and officers’ liability insurance policies currently in effect as of the date of the Merger Agreement; and

•

within sixty (60) days following the date of the Merger Agreement, deliver a written notice to CTAC listing the names of individuals CTAC wishes to designate as directors to the board of directors of Pubco in accordance with the criteria set forth in the KORE Disclosure Letter.

Covenants of CTAC and Pubco

Pursuant to the Merger Agreement, each of CTAC, CTAC Parties and/or Pubco, as indicated, has agreed, among other things, to:

•

Pubco to indemnify and hold harmless each present and former director, manager and officer of KORE and CTAC and each of their respective subsidiaries against any costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, whether civil, criminal, administrative, investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing Date;

•

Pubco to cause the surviving entity of the Second Merger and its subsidiaries to maintain, for a period of not less than six years from the Closing Date, provisions in its governing documents and those of its subsidiaries concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers, that are no less favorable to those persons than the provisions of such governing documents as of the date of the Merger Agreement;

•

at or prior to the Closing, CTAC to purchase and Pubco to use commercially reasonable efforts to, or cause one or more of its subsidiaries to use commercially reasonable efforts to, maintain in effect for a period of six year from the Closing Date, directors’ and officers’ liability insurance policy covering those persons who are currently covered by CTAC’s or any of its subsidiaries’ directors’ and officers’ liability insurance policies on terms not materially less favorable in the aggregate than the terms of such current insurance coverage, except that in no event will Pubco be required to pay an annual premium for such insurance in excess of 300% of the last annual payment made by CTAC or any of its affiliates for such directors’ and officers’ liability insurance policies currently in effect as of the date of the Merger Agreement;

•

unless otherwise approved in writing by KORE, no CTAC Party (i) to permit (x) any amendment or modification to be made to or (y) any waiver (in whole or in part) of or (ii) to provide consent to (including consent to termination) of, any provision under any of the Subscription Agreements in a manner adverse to KORE and/or its subsidiaries;

•

CTAC to use commercially reasonable efforts to take, or to cause to be taken, all actions and do , or cause to be done, all things required, necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements and the on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to (i) satisfy in all respects on a timely basis all conditions and covenants applicable to CTAC in the Subscription Agreements, (ii) in the event

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that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreement in accordance with the terms thereof, (iii) confer with KORE regarding timing of the expected closing date (as defined in the Subscription Agreements) and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger;

•

if all or any portion of the PIPE Investment becomes unavailable, (i) CTAC to use commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that CTAC is able to obtain any Alternative PIPE Financing, CTAC to use its commercially reasonable efforts to enter into a subscription agreement that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of KORE, CTAC and the affiliates of CTAC Party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the CTAC);

•

during the Interim Period, subject to confidentiality obligations that may be applicable to information furnished to CTAC or its subsidiaries by third parties and except for any information that is subject to attorney-client privilege or other privilege from disclosure, each CTAC Party to (i) afford (and cause its subsidiaries to afford) KORE, its affiliates and their respective representatives reasonable access to its and its subsidiaries’ properties, assets, books, contracts, commitments, tax returns, records and appropriate officers and employees and (ii) use its and their commercially reasonable efforts to furnish such representatives with all financial and operating data and other information concerning the business and affairs of the CTAC Parties or their respective subsidiaries that are in the possession of any of the CTAC Parties or their respective subsidiaries, in each case, as KORE and its representatives may reasonably request solely for purposes of consummating the Transactions;

•

during the Interim Period, CTAC to use its commercially reasonable efforts to ensure it remains listed as a public company on, and for shares of Pubco Common Stock (but, in the case of its warrants, only to the extent issued as of the date of the Merger Agreement) to be listed on, the NYSE;

•

during the Interim Period, CTAC to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable securities laws;

•

prior to the First Effective Time, CTAC to take all reasonable steps as may be required (to the extent permitted under applicable law) to cause any acquisition or disposition of its Class A ordinary shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be or may be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to CTAC to be exempt under Rule 16b-3 promulgated under the Exchange Act;

•

within sixty (60) days following the date of the Merger Agreement, CTAC to deliver a written notice to KORE listing the names of individuals CTAC wishes to designate as directors to the board of directors of Pubco in accordance with the criteria set forth in the KORE Disclosure Letter;

•

prior to the Closing Date, CTAC to approve, subject to approval of CTAC shareholders, the Incentive Equity Plan;

•

prior to the Closing Date, CTAC to utilize the services of an independent compensation consultant to review and make recommendations with respect to post-Closing compensation arrangements for KORE’s senior executives, including terms and conditions relating to initial awards under the Incentive Equity Plan and customary employment agreements for key employees, subject to approval by the new board of directors;

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•

during the Interim Period, CTAC to (i) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the JOBS Act and (ii) not take any action that would cause it to not qualify as an “emerging growth company” within the meaning of the JOBS Act; and

•

deliver to KORE a copy of the Investor Rights Agreement, duly executed by Sponsor and Pubco.

Additional Covenants of CTAC, CTAC Parties and KORE

Pursuant to the Merger Agreement, each of CTAC, the CTAC Parties and/or KORE, as indicated below, has agreed, among other things, to take certain actions set forth below:

•

each of the CTAC Parties and KORE to (i) use reasonable best efforts to assemble, prepare and file any information as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (ii) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the CTAC Parties, KORE or their respective affiliates are required to obtain in order to consummate the Transactions and (iii) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of the other party set forth in the Merger Agreement or otherwise to comply with the Merger Agreement and to consummate the Transactions as soon as practicable;

•

as soon as practicable following the execution and delivery of the Merger Agreement (and the parties to use commercially reasonable efforts to do so within 28 calendar days), CTAC and KORE to jointly prepare and CTAC will file, or cause to be filed, with the SEC the proxy statement / registration statement in connection with the registration under the Securities Act of (i) the shares of Pubco Common Stock that constitute the Closing Share Consideration and (ii) the shares of Pubco Common Stock that are issuable upon exercise of Pubco warrants;

•

each of CTAC and KORE to use its reasonable efforts to cause the proxy statement / registration statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions;

•

each of CTAC and KORE to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (i) the proxy statement / registration statement will, at the time filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the proxy statement / registration statement will, at the date it is first mailed to the CTAC shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading;

•

CTAC will, prior to or as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) establish a record date (which date will mutually be agreed with KORE, acting reasonably) for, give notice of and duly call an extraordinary general meeting of the shareholders of CTAC to vote on the proposals for a date no later than 30 days following the date on which the Registration Statement is declared effective, (ii) provide its shareholders with the opportunity to elect to redeem their CTAC Class A ordinary shares, and (iii) solicit proxies from holders of CTAC’s Class A ordinary shares to vote in favor of each of the proposals;

•

at any time prior to the obtaining approval of CTAC shareholders, the CTAC board may change, withdraw, qualify or modify its recommendation if such change in recommendation is required by applicable Cayman law, including Cayman law regarding fiduciary duties;

•

during the Interim Period, (i) KORE to not take, nor permit any of its affiliates and representatives to take, whether directly or indirectly, any action to (a) solicit, initiate, continue or engage in discussions

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or negotiations with, or enter into any agreement with, or knowingly encourage, respond to, or provide information to, any person (other than CTAC and/or any of its affiliates or representatives) concerning any merger, recapitalization or similar business combination transaction, or any sale of substantial assets involving it and its subsidiaries other than immaterial assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”) or (ii) commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction;

•

during the Interim Period, each CTAC Party to not take, nor permit any of its subsidiaries or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond to, provide information to or commence due diligence with respect to any person (other than KORE, its equityholders and/or any of their respective affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral, relating to any business combination or (ii) endorse or recommend, or make any public statement approving, endorsing or recommending any business combination proposal;

•

Pubco to pay all transfer taxes incurred in connection with the Transactions and, at its own expense, file all necessary tax returns with respect to all such taxes

•

each of the CTAC Parties and KORE, as applicable, to take certain actions to effect the intended tax treatment of the Transactions;

•

CTAC and KORE to reasonably cooperate to create and implement a communications plan regarding the Transactions promptly following the date of the Merger Agreement;

•

at the request of the other party, following the Closing, each Party to execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by the Merger Agreement and the Transactions;

•

CTAC and KORE to use commercially reasonable efforts to cooperate promptly after signing to design and implement compliance policies and procedures appropriate for an exchange listed company, and KORE to use commercially reasonable efforts to comply with applicable compliance laws in a manner consistent with past practice;

•

CTAC to, or to cause an affiliate of CTAC to, for a period lasting until 12 months after the Closing Date (or earlier, until the date of the applicable employee’s termination of employment with CTAC or its Affiliates), provide to each employee employed by KORE or any of its subsidiaries immediately prior to the Closing who continue as an employee immediately following the Closing (i) a base salary or hourly wage rate and annual cash bonus opportunity that are no less favorable than the base salary or wage rate and annual cash bonus opportunity provided by KORE or any of its subsidiaries to such continuing employee immediately prior to the Closing Date, and (b) other employee benefits (excluding equity, retention, defined benefit pension and retiree medical benefits, except as required by applicable law or the provisions of a KORE benefit plan) that are substantially comparable in the aggregate to those provided by KORE or any of its subsidiaries to such continuing employee immediately prior to the Closing Date;

•

each of CTAC and KORE to (i) make all filings required of each of them or any of their respective subsidiaries or affiliates under the HSR Act or other regulatory laws with respect to the Transactions as promptly as practicable and, in any event, within ten (10) business days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) comply at the earliest practicable date with any request under the HSR Act or other regulatory laws for additional information,

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documents, or other materials received by each of them or any of their respective subsidiaries or affiliates from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or any other governmental authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other governmental authority under any regulatory laws with respect to any such filing or any such transaction;

•

each of CTAC and KORE to (i) use commercially reasonable efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement;(ii) promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any governmental authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any governmental authority; (iii) use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any governmental authority with respect to the transactions contemplated by this registration statement under any Law, including the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade in the jurisdictions, or to regulate foreign investment, in which KORE and its subsidiaries carry on business and (iv) use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Regulatory Laws with respect to such transactions as promptly as possible after the execution of this Agreement; and

•

Pubco to pay all KORE and CTAC transaction expenses not paid on the Closing Date as promptly as practicable after the Closing Date.

Conditions to Closing of the Transactions

Each of the below conditions to the parties’ obligations under the Merger Agreement may be waived, in whole or in part, by CTAC and/or KORE, depending on the party or parties benefiting from the condition. There is a risk that these conditions will not be satisfied and the PIPE Investment may not be funded when required. As of the date of this proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been made in the event the PIPE Investment is not available. As a result, failure to consummate the PIPE Investment (or the failure by CTAC or KORE to waive the related minimum available cash condition), could delay or prevent the closing of the business combination.

Conditions to the Obligations of Each Party

•

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conditions or without imposing any conditions that are not reasonably satisfactory to the parties, or following the notification to the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), the applicable time limit on making orders and decisions has expired (provided, that with respect to the condition in this clause (iii), KORE and CTAC have determined that a filing is not required and have each agreed to waive this requirement) (pursuant to the Acknowledgement and Waiver attached to this proxy statement/prospectus as Annex A-2, KORE and CTAC have waived item (ii) above);

•

there will not be in force any governmental order enjoining or prohibiting the consummation of the Transactions;

•

CTAC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after redemptions by CTAC shareholders;

•

the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;;

•

the Available Closing CTAC Cash and freely available cash in the bank accounts of KORE and its subsidiaries will be not less than $345,000,000; and

•

KORE Stockholder Approval will have been obtained in accordance with the DGCL and KORE’s governing documents.

Conditions to the Obligations of the CTAC Parties

The obligations of the CTAC Parties to consummate, or cause to be consummated the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by CTAC:

•

certain of the representations and warranties of KORE pertaining to its corporate organization, due authorization and brokers’ fees will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date);

•

certain representations and warranties of KORE pertaining to its capitalization will be true and correct as of the Closing Date other than de minimis inaccuracies, provided that this condition shall be deemed satisfied so long as such inaccuracy does not increase the Closing Cash Consideration or the Closing Share Consideration;

•

the representations and warranties of KORE pertaining to absence of a Material Adverse Effect will be true and correct in all respects as of the Closing Date;

•

each of the covenants and agreements of KORE and the applicable stockholders of KORE in the Company Holders Support Agreement to be performed as of or prior to the Closing will have been

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performed in all material respects or if not complied with or performed in all material respects, such noncompliance or failure to performance shall have been cured within 20 days after written notice of such breach has been delivered by CTAC (or, if earlier, the termination date of the Merger Agreement);

•

no default or event of default shall have occurred and be continuing under KORE’s Credit Agreement.

Conditions to the Obligations of KORE

•

each of the covenants and agreements of the CTAC Parties to be performed as of or prior to the Closing will have been performed in all material respects or if not complied with or performed in all material respects, such noncompliance or failure to performance shall have been cured within 20 days after written notice of such breach has been delivered by KORE; and

•

Waiver

Any party to the Merger Agreement may, at any time prior to the closing of the Transactions, by action taken by its board of directors or equivalent governing body, or officers thereunto duly authorized, waive in writing any of its rights or conditions in its favor under the Merger Agreement. Notwithstanding the foregoing, pursuant to CTAC’s current amended and restated memorandum and articles of association, CTAC cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the closing.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for CTAC and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The Merger Agreement may be terminated and the Transactions abandoned, at any time prior to the Closing:

•

by mutual written consent of KORE and CTAC;

•

by KORE or CTAC if the consummation of the Pubco Merger or the Mergers is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable government order, except if the terminating party’s failure to fulfill any obligation under the Merger Agreement is the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;

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•

by KORE or CTAC if the Closing has not occurred on or before September 12, 2021 (which has been subsequently extended to October 12, 2021 by an amendment to the Merger Agreement) (the “Termination Date”), except if the terminating party’s failure to fulfill any obligation under the Merger Agreement is the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date;

•

by KORE or CTAC if the other party has breached any of its covenants, agreements, representations or warranties such that the conditions to closing of the Transactions with respect to covenants, agreements, representations and warranties would not be satisfied at the Closing and has not cured (if curable) its breach within twenty (20) days of receipt of written notice of such breach (or any shorter period of time that remains between the date of the written notice of such breach and the Termination Date), except if the terminating party’s failure to fulfill any obligation under the Merger Agreement is the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;

•

by CTAC if the KORE Stockholder Approval is not delivered to CTAC within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to the stockholders and KORE;

•

by CTAC if the 2020 Audited Financial Statements have not been delivered to CTAC within 15 business days after the date of the Merger Agreement, are not accompanied by an unqualified opinion from KORE’s auditors and/or with respect to KORE and its subsidiaries taken as a whole, differ in any material and adverse respect from the unaudited financial statements previously delivered to CTAC; or

•

by KORE or CTAC if CTAC Shareholder Approval is not obtained following the special meeting and vote of CTAC shareholders, subject to any adjournment, postponement or recess of the meeting, except such termination right will not be available to CTAC if, at the time of such termination, CTAC is in material breach of its obligations under the Merger Agreement in respect of the special meeting.

Effect of Termination

If validly terminated, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of KORE or the CTAC Parties, as the case may be, for any fraud or intentional breach of the Merger Agreement occurring prior to such termination, subject to certain customary provisions that will survive any termination of the Merger Agreement.

Fees and Expenses

If the Closing does not occur, each party to the Merger Agreement will bear its own costs and expenses incurred in connection with the Merger Agreement, the other Transaction Agreements and the transactions contemplated therein, including all fees of its legal counsel, financial advisers and accountants. If the Closing occurs, CTAC shall pay, or cause to be paid, the KORE transaction expenses and the CTAC transaction expenses, in each case as set forth in the Merger Agreement.

Amendments

The Merger Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing that is executed by CTAC and KORE and which makes reference to the Merger Agreement.

Governing Law; Consent to Jurisdiction

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement and/or the Transactions, will be governed by, and construed in accordance with, the internal laws of the State of Delaware, including its statute of limitations, without giving effect to its principles or rules of conflict of laws that would require or permit the application of the law of another jurisdiction other than the State of Delaware. The parties to the Merger Agreement have irrevocably submitted to the exclusive jurisdiction of federal and state courts in the State of Delaware.

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Investor Rights Agreement

The Merger Agreement contemplates that, at the Closing, Pubco, the Sponsor and the KORE Holders will enter into the Investor Rights Agreement, the form of which is attached to this proxy statement/prospectus as Annex D, pursuant to which the Sponsor and the stockholders of KORE party thereto are entitled to designate an aggregate of ten (10) individuals to the board of directors of Pubco and Pubco will agree to take all necessary actions to cause the board of directors of Pubco to be comprised of such individuals. Pubco also will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Pubco Common Stock and other equity securities of Pubco that are held by the parties thereto from time to time. In addition, each of the Pubco stockholders party to the Investor Rights Agreement will acknowledge and agree to be bound by certain transfer restrictions on its shares of Pubco Common Stock and certain other equity securities of Pubco during the 12-month period following the Closing Date.

(a)

(b)

(c)

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 “Management of Pubco Following the Business Combination” for additional information.

The Investor Rights Agreement terminates and replaces the registration rights agreement that was entered into by CTAC, the Sponsor and the other holders of CTAC’s securities party thereto in connection with the CTAC IPO. 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 provisions related to registrations and offering, company procedures and indemnification and contribution in the Investor Rights Agreement will with respect to any Holder (as defined therein), terminate on the date that such Holder no longer holds any Registrable Securities (as defined therein). The remainder of the Investor Rights Agreement will terminate automatically (without any action by any party thereto) as to each Holder when such Holder, following the Closing Date, ceases to Beneficially Own (as defined therein) any Registrable Securities.

Each of Shareholder Representative and Sponsor, as applicable, will have the right to (i) remove their respective nominees from the Board and (ii) fill vacancies created by reason of death, removal or resignation of its

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respective nominees to the Board. Shareholder Representative also has the right to replace any Pre-Closing Holding Director and any Independent Director designated by the Shareholder Representative and Sponsor also has the right to replace any Independent Director designated by Sponsor. In addition, for so long as any Pre-Closing Holder Director or Sponsor Director serves as a director of Pubco, Pubco will agree to (a) provide any such director with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of Pubco and (b) not amend, alter or repeal any right to indemnification or exculpation covering or benefitting any such director nominated pursuant to the Investor Rights Agreement as and to the extent consistent with applicable law, the Pubco Charter, the New Pubco Bylaws and any indemnification agreements with directors (whether such right is contained in the Pubco Charter, the New Pubco Bylaws or another document) (except to the extent such amendment or alteration permits Pubco to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). Subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, for so long as the Shareholder Representative or Sponsor, as applicable, is entitled to designate at least one (1) director pursuant to the Investor Rights Agreement, Pubco shall take all Necessary Action to have at least one Pre-Closing Holder Director and one Sponsor Director, as applicable, appointed to serve on each committee of the board of directors of Pubco.

Pursuant to the Investor Rights Agreement, Pubco shall file, and cause to be effective within 15 days from the Closing Date, a registration statement for a Shelf Registration (as defined therein) on a Form S-3, or if Pubco is ineligible to use a Form S-3, a Form S-1 (the “Shelf”), as applicable, covering the resale of all the registrable securities (determined as of two business days prior to such filing) on a delayed or continuous basis and will use its commercially reasonable efforts to cause the registration to become effective as soon as practicable after the filing. The Shelf shall provide for the resale of the registrable securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Pubco will maintain the shelf in accordance with the terms of the Investor Rights Agreement, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep it continuously effective, available for use and in compliance with the provisions of the Securities Act until there are no longer any registrable securities. If a Shelf Registration ceases to be effective for any reason at any time while registrable securities are still outstanding, Pubco shall use commercially reasonable efforts to as promptly as is reasonably practicable cause the shelf to become effective again under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf). At any time while the shelf is effective, the Sponsor or any Pre-Closing Requesting Stockholder (as defined therein) may request to sell all or any portion of its registrable securities in an underwritten offering that is registered pursuant to the Shelf (an “Underwritten Shelf Takedown”); however, Pubco shall only be obligated to effect such Underwritten Shelf Takedown if the offering includes either securities with a total offering price expected to exceed $25,000,000 in the aggregate or all remaining registrable securities held by the requesting holder.

The Investor Rights Agreement also provides “piggyback” registration rights to the holders of registrable securities. If a holder chooses to participate in such piggyback registration, Pubco agrees to, in good faith, cause such holder’s securities to be included in the registration and use its best efforts to cause the managing underwriter(s) of the proposed underwritten offering to permit the securities requested by such holder or holders to be included in the registration on the same terms and conditions as any similar securities of Pubco included in such registered offering and to permit the sale or other disposition of such registrable securities in accordance with the intended method(s) of distribution thereof.

For twelve months after the date of the Investor Rights Agreement, none of the Sponsor or Pre-Closing Stockholders holding Pubco Common Stock will be permitted to offer, sell, contract to sell, pledge, grant and option to purchase, make any short sale or otherwise dispose of or distribute any shares of Pubco Common Stock that are subject to the lock-up period, other than (i) any transfer to an affiliate of a holder, (ii) distribution to profit interest holders, limited partners, members, shareholders or other equity holders in such holder or (iii) as a pledge in a bona fide transaction to third parties as collateral to secure obligations pursuant to lending or other arrangements with such third parties relating to a financing arrangement for the benefit of the holders or its affiliates, as applicable.

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Finally, Pubco will agree to indemnify, to the extent permitted by law, each holder of registrable securities, its officers and directors and each person who controls such holder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus (or any amendments thereto) or any omission or alleged omission of a material fact required to be stated therein. Pubco shall also indemnify the underwriters, their officers and directors and each person who controls such underwriters to the same extent as provided in the foregoing with respect to the indemnification of the holder.

Company Holders Support Agreement

In connection with the execution of the Merger Agreement, CTAC, KORE and the Requisite KORE Stockholders entered into the Company Holders Support Agreement, a copy of which is attached as Annex E to this proxy statement/prospectus. The Requisite KORE Stockholders collectively hold approximately 61% of KORE’s issued and outstanding common stock. Pursuant to the terms of the Company Holders Support Agreement, the Requisite KORE Stockholders agreed to, among other things, (i) execute and deliver to CTAC a written consent in respect of all the shares of KORE common stock held by such Requisite KORE Stockholders approving the Merger Agreement and the Transactions as soon as reasonably practicable after the registration statement which this proxy statement/prospectus forms a part of is declared effective under the Securities Act, (ii) be bound by the same non-solicitation covenants as are applicable to KORE under the Merger Agreement and (iii) not to, directly or indirectly, transfer, pledge, encumber, place a lien on, assign, hedge, swap, covert, or otherwise dispose of any of its shares, enter into any contract or option with respect to a transfer, publicly announce any intention to effect any transfer or take any action that would have the effect of materially delaying, preventing or disabling such Requisite KORE Stockholder from performing its obligations under the Company Holders Support Agreement, subject to certain exceptions. The Requisite KORE Stockholders represented that as of the date of the Company Holders Support Agreement, such stockholders owned a number of shares of KORE stock equal to or greater than the Drag-Along Threshold (as such term is defined in the KORE Stockholders Agreement) and agreed to take, or cause to be taken, all actions, and cooperate with other parties, to cause the Transactions to be treated as a “Drag-Along Sale” in accordance with Section 3 of the KORE Stockholders Agreement KORE’s remaining approximately 17 stockholders, who account for approximately 39% of KORE’s issued and outstanding common stock, are not bound by the Company Holder Support Agreement to provide written consents approving the Merger Agreement.

The Company Holders Support Agreement will terminate upon the earliest to occur of (i) the First Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the time Company Holders Support Agreement is validly terminated upon the mutual written agreement of KORE, CTAC and the stockholders party thereto.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, CTAC, Pubco, the Sponsor and KORE entered into the Sponsor Support Agreement. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed to, among other things: (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 or CTAC 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 Sponsor upon consummation of the Transactions.

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The Sponsor Support Agreement shall automatically terminate in its entirety, and be of no further force or effect, upon the termination of the Merger Agreement.

Subscription Agreements

In connection with the execution of the Merger Agreement, CTAC entered into Subscription Agreements with the PIPE Investors, the form of which is attached as Annex F to this proxy statement/prospectus. Pursuant to the terms of the Subscription Agreements, the PIPE Investors agreed to purchase, in the aggregate, 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. The closings under the Subscription Agreements shall occur substantially concurrently with the Closing, subject to, among other things, the satisfaction of each condition precedent to the Closing set forth in the Merger Agreement, all representations and warranties of CTAC contained in each Subscription Agreement being true and correct in all material respects at and as of the Closing Date, satisfaction, performance and compliance by CTAC and each PIPE Investor in all material respects with the covenants, agreements and conditions contained therein, and no amendment or modification of, or waiver with respect to CTAC’s obligation to effect the Closing under, the Merger Agreement having occurred that would reasonably be expected to materially and adversely affect the economic benefits of each PIPE Investor without having received such PIPE Investor’s prior written consent.

The Subscription Agreements provide that CTAC is required to file with the SEC as soon as practicable, but in no event later than fifteen days after the consummation of the Transactions, a registration statement registering the resale of the shares of Pubco Common Stock to be issued to any such PIPE Investor and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60^th calendar day (or 90^th calendar day if the SEC notifies CTAC that it will “review” the registration statement) following the Closing and (ii) the 10^th business day after the date CTAC is notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreements against CTAC with respect to the trust account.

The Subscription Agreements will terminate, and be of no further force and effect, upon the earlier to occur of (i) three business days after the Merger Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written agreement of CTAC and the applicable PIPE Investor, or (iii) on or after December 12, 2021 if the Closing has not occurred on or prior to such date; provided, that nothing contained in the Subscription Agreements will relieve any party thereto from liability for any willful breach hereof prior to the time of termination, and each party thereto will be entitled to any remedies at law or in equity to recover losses, liabilities, or damages arising from such breach.

Backstop Financing

As of the date of this proxy statement/prospectus, KORE Wireless and an affiliate of Fortress Credit Corp. have entered into the backstop financing agreement filed as Exhibit 10.14 to the registration statement of which this proxy statement/prospectus forms a part, pursuant to which the lender thereunder will make available additional financing (the “Backstop Financing”) that would be available, if necessary, to help satisfy the minimum cash condition at Closing. The facility provides KORE with the ability, at its option and with the consent of Pubco, to borrow up to $120 million as necessary to satisfy any shortfall in the minimum cash condition. Such a shortfall could arise in the event redemptions by CTAC public shareholders exceed $139.2 million. See section entitled “Proposal No. 1—The Business Combination Proposal—General— Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios. Pursuant to the Backstop Financing, KORE would issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount up to the amount of the shortfall in the minimum cash condition. The Backstop Notes will bear interest at the rate of 5.5% per annum, payable in cash on a semi-annual basis in arrears, and mature on the seventh anniversary of issuance and, upon consummation of the Merger, will be exchangeable at any time, at the discretion of the noteholder, for shares of Pubco Common Stock at $12.50 per share. The Backstop Notes will be redeemable by

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KORE at par plus a make-whole premium at any time after the second-year anniversary of funding, subject to the share price of Pubco Common Stock trading at or above 130% of the effective conversion price for 20 of 30 consecutive trading days. The make-whole premium would be payable in cash, shares, or a combination thereof, at KORE’s election. The Backstop Notes would be subject to a maintenance based total leverage covenant.

Governance of Pubco Post-Closing

Pubco’s amended and restated certificate of incorporation, the New Pubco Bylaws and the Investor Rights Agreement, each of which will be in effect upon the Closing collectively provide for the following:

Authorized Capital: Pubco will be authorized to issue both common stock and preferred stock. The total number of shares of all classes of capital stock that Pubco will have authority to issue is 350,000,000, comprised of (i) 315,000,000 total shares of Pubco Common Stock, with a par value of $0.0001 per share, and (ii) 35,000,000 total shares of preferred stock of Pubco, with a par value of $0.0001 per share (“Pubco Preferred Stock”).

Voting:

•

Each holder of Pubco Common Stock shall be entitled to vote on each matter submitted to a vote of Pubco stockholders and will be entitled to one vote for each of Pubco Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter.

•

The board of directors of Pubco may grant voting powers, full or limited, or no voting powers to the holders of Pubco Preferred Stock from time to time.

•

Except as otherwise required by law, holders of Pubco Common Stock shall not be permitted to vote on any amendment to the Pubco amended and restated certificate of incorporation that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of any outstanding series of Pubco Preferred Stock, if the holders of such affected series of Pubco Preferred Stock are entitled to vote with respect to such amendment.

•

Subject to the rights of any holders of any outstanding series of Pubco Preferred Stock, the number of authorized shares of Pubco Common Stock or Pubco Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding, in either case) by the affirmative vote of the holders of a majority of the stock of Pubco entitled to vote.

Board of Directors:

•

Pubco will have a classified board of directors with staggered, three-year terms.

•

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 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)

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(b)

(c)

•

The biographies of the initial directors selected for each Class are set out in the section entitled “Management of Pubco Following the Business Combination.”

•

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 “Management of Pubco Following the Business Combination” for additional information.

•

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 Shareholder Representative shall have the right to designate the replacement for any Pre-Closing Holder Director and any Independent Director designated by Shareholder Representative. Pubco shall take all Necessary Action (as defined in the Investor Rights Agreement) to ensure that such designees are included on the slate of nominees recommended by Pubco for election as directors in any shareholder meeting electing such replacement directors.

•

Sponsor shall have the right to designate the replacement for any Sponsor Director and any Independent Director designated by Sponsor. Pubco shall take all Necessary Action (as defined in the Investor Rights Agreement) to ensure that such designees are included on the slate of nominees recommended by Pubco for election as directors in any shareholder meeting electing such replacement directors.

•

The Independent Directors designated by Sponsor and the Shareholder Representative shall (i) qualify as “independent” pursuant to the listing standards of the national securities exchange upon which the Pubco Common Stock is admitted to trading (or, if at the time of such recommendation, the Pubco Common Stock is not admitted to trading on a national securities exchange, pursuant to the listing standards of the NYSE or its successor), and (ii) shall not be employed by Sponsor, Shareholder Representative, or any of their respective affiliates.

•

Shareholder Representative or Sponsor, as applicable, shall have the exclusive right to (x) remove their nominees from the board of directors of Pubco and (y) fill vacancies created by reason of death, removal or resignation of its nominees to the board of directors of Pubco, and Pubco shall (in each case) take all Necessary Action (as defined in the Investor Rights Agreement) to remove or nominate or cause the board of directors of Pubco to appoint, as applicable, replacement directors designated by the applicable party to fill any such vacancies above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the board of directors of Pubco or applicable committee).

•

In accordance with Pubco’s organizational documents, (i) the board of directors of Pubco shall establish and maintain committees of the board of directors for (x) Audit, (y) Compensation and (z) Nominating and Corporate Governance, and (ii) the Board may from time to time by resolution establish and maintain other committees of the board of directors. Subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, for so long as the Shareholder Representative or Sponsor, as applicable, is entitled to designate at least one (1) director pursuant to the Investor Rights Agreement, Pubco shall take all

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Necessary Action to have at least one Pre-Closing Holder Director and one Sponsor Director, as applicable, appointed to serve on each committee of the board of directors of Pubco.

Liquidation, Dissolution or Winding Up:

•

Subject to applicable law and the rights and preferences of any holders of any share of any outstanding series of Pubco Preferred Stock, in the event of any liquidation, dissolution or winding up of Pubco, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of Pubco and subject to the rights, if any, of the holders of any outstanding series of Pubco Preferred Stock or any class or series of stock having a preference over or the right to participate with the Pubco Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of Pubco, the holders of Pubco Common Stock shall be entitled to receive the remaining assets of Pubco available for distribution to its stockholders ratably in proportion to the number of shares of Pubco Common Stock held by each such holder.

Business Combination:

•

Pubco will elect not to be governed by Section 203 of the DGCL which prohibits a corporation that has voting stock traded on a national security exchange from engaging in certain business combinations with an interested stockholder (defined as the owner of 15% or more of the corporation’s voting stock), or an interested stockholder’s affiliates or associates, for a three-year period unless, among other exceptions, certain board approvals are received.

•

Pubco’s amended and restated certificate of incorporation will, however, generally prohibit Pubco from engaging in any business combination with any interested stockholder for a period of 3 years following the time that such stockholder became an interested stockholder, unless:

•

Prior to such time, the board approved the transaction that resulted in the stockholder becoming an interested stockholder;

•

Upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of Pubco at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;

•

At or subsequent to such time, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of Pubco that is not owned by the interested stockholder; or

•

The stockholder became an interested stockholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (ii) was not, at any time within the 3-year period immediately prior to a business combination between Pubco and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership.

No Written Consent: Any action required or permitted to be taken by the stockholders of Pubco must be effected at an annual or special meeting of the stockholders of Pubco, and shall not be taken by written consent in lieu of a meeting.

Amendments: For a period of 7 years following Closing, a substantial portion of the provisions under the amended and restated certificate of incorporation may not be amended without the affirmative vote of the holders

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of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of Pubco entitled to vote thereon, voting together as a single class.

Corporate Opportunities: Pubco will renounce any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity offered to the Sponsor or certain stockholders of KORE or any of their respective officers, directors, employees, equity holders, members, principals, affiliates and subsidiaries (other than Pubco and its subsidiaries), other than those that are expressly offered to any non-employee director of Pubco in their capacity as a director or officer of Pubco. Sponsor, certain stockholders of KORE and any of their respective officers, directors, employees, equity holders, members, principals, affiliates and subsidiaries (other than Pubco and its subsidiaries) do and shall not have any fiduciary duty to refrain from directly or indirectly, (A) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as Pubco or any of its subsidiaries now engages or proposes to engage or (B) competing with Pubco or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person (other than Pubco or any of its subsidiaries).

Stockholder Proposals:

•

The New Pubco Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. The New Pubco Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in the notice of such meeting (or any supplement thereto) given by or at the direction of Pubco’s board of directors, (ii) otherwise properly brought before such meeting by the Pubco’s board of directors or the chairperson of the board, or (iii) otherwise properly brought before such meeting by a stockholder present in person who (A) (1) was a record owner of shares of Pubco both at the time of giving the notice and at the time of such meeting, (2) is entitled to vote at such meeting, and (3) has complied with notice procedures specified in the New Pubco Bylaws in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act. To be timely for Pubco’s annual meeting of stockholders, a stockholders’ notice must be delivered to, or mailed and received at, the principal executive offices of Pubco not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the 90^th day prior to such annual meeting or, if later, the 10^th day following the day on which public disclosure of the date of such annual meeting was first made by Pubco. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of timely notice as described above.

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We currently anticipate the 2022 annual meeting of stockholders of Pubco will be held no later than September 2022. Nominations and proposals also must satisfy other requirements set forth in the New Pubco Bylaws.

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Under Rule 14a-8 of the Exchange Act, a stockholder proposal to be included in the proxy statement and proxy card for the 2022 annual general meeting pursuant to Rule 14a-8 must be received at Pubco’s principal office a reasonable time before Pubco begins to print and send its proxy materials and must comply with Rule 14a-8.

Exclusive Forum: Pubco’s amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action, suit or proceeding brought on behalf of Pubco, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of Pubco’s directors, officers or stockholders to Pubco or its stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or Pubco’s amended and restated certificate of incorporation or the New Pubco Bylaws, (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of

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Delaware or (v) any action, suit or proceeding asserting a claim against Pubco or any current or former director, officer or stockholder governed by the internal affairs doctrine will have to be brought in the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery declines or does not have jurisdiction, the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) and any appellate court thereof. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the action as agent for such stockholder. The foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

Fiscal Year: The fiscal year of Pubco will be fixed by resolution of the board of directors of Pubco and may be changed by the board of directors of Pubco.

Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Transactions

When the Transactions are completed, the rights of Pubco stockholders will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands. Certain differences exist between the DGCL and the Companies Act that will alter certain of your rights as a Pubco stockholder, as compared to your rights as a CTAC shareholder, and affect the powers of Pubco’s board of directors and management following the Transactions.

Shareholders should consider the following summary comparison of the laws of the Cayman Islands, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DGCL and the Companies Act.

The owners of a Delaware corporation’s shares are referred to as “stockholders.”


Provision	Delaware	Cayman Islands
Applicable legislation	General Corporation Law of the State of Delaware	The Companies Act (As Revised) of the Cayman Islands

General Vote Required for Combinations with Interested Stockholders/Shareholders	Generally, a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless the corporation opts out of the statutory provision in its certificate of incorporation. Although Pubco has opted out of the statutory provision in its amended and restated certificate of incorporation, it has included a	No similar provision

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Provision	Delaware	Cayman Islands
	provision prohibiting Pubco from engaging in any such business combination for a period of three years, subject to certain exceptions.

Appraisal Rights	Stockholders of a publicly traded corporation have appraisal rights in connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above.	Under the Companies Act, minority shareholders that dissent to a merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the courts of the Cayman Islands.

Requirements for Stockholder/Shareholder Approval	Subject to the certificate of incorporation, stockholder approval of mergers, a sale of all or substantially all the assets of the corporation, dissolution and amendments of governing documents requires the affirmative vote of a majority of outstanding voting power; most other stockholder approvals require the affirmative vote of a majority of the voting power present and entitled to vote on the matter, provided a quorum is present. The amended and restated certificate of incorporation and New Pubco Bylaws follow the statutory provision for stockholder approval.	Subject to the articles of association, matters which require shareholder approval, whether under Cayman Islands statute or the company’s articles of association, are determined (subject to quorum requirements, the Companies Act, applicable law and the relevant articles of association) by ordinary resolution, being the approval of the holders of a majority of the shares, who, being present in person or proxy and entitled to vote, vote at the meeting of shareholders or by special resolution (such as the amendment of the company’s constitutional documents), being the approval of the holders of a majority of not less than two-thirds of the shares, who, being present in person or by

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Provision	Delaware	Cayman Islands
		proxy and entitled to vote, vote at the meeting of shareholders.

Requirement for Quorum	Quorum is a majority of outstanding voting power unless otherwise set in the governing documents, but cannot be less than one-third of shares entitled to vote at the meeting. The amended and restated certificate of incorporation and New Pubco Bylaws follow the statutory provision and provide that the holders of a majority of voting power outstanding and entitled to vote constitutes a quorum.	Quorum is set in the company’s memorandum and articles of association.

Stockholder/Shareholder Consent to Action Without Meeting	Unless otherwise provided in the certificate of incorporation, stockholders may act by written consent. The amended and restated certificate of incorporation prohibits stockholders from acting by written consent and all actions of the stockholders must be taken at an annual or a special meeting.	Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions.

Inspection of Books and Records	Subject to certain requirements, any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business.	Shareholders generally do not have any rights to inspect or obtain copies of the register of members or other corporate records of a company.

Stockholder/Shareholder Lawsuits	A stockholder may bring a derivative suit subject to procedural requirements. Delaware is the exclusive forum for such suits as per the amended and restated certificate of incorporation.	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances.

Removal of Directors	Any director or the entire board may be removed, with or without cause, by the holders of a majority of the voting power held by the shares then entitled to vote at an election of directors, except as follows: (a) unless the certificate of incorporation otherwise provides, in the case of a	A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.

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Provision	Delaware	Cayman Islands
	corporation with a classified board, stockholders may effect such removal only for cause; or (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board. However, because Pubco’s board of directors will be classified after the Closing, pursuant to the amended and restated certificate of incorporation, a director may be removed from office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of capital stock of the corporation entitled to vote in any annual election of directors or class of directors, voting together as a single class. Pursuant to the Investor Rights Agreement, each of Shareholder Representative and Sponsor, as applicable, will have the right to remove their respective nominees from the Pubco board of directors, subject to stockholder approval as described above.

Number of Directors	The number of directors is fixed by, or in the manner provided by, the certificate of incorporation or the by-laws. The by-laws may provide that the board may increase the size of the board and fill any vacancies. The New Pubco Bylaws provide that subject to the amended and restated certificate of incorporation and the Investor Rights Agreement, the number of directors is determined by resolution of the Pubco board of directors. Under the Investor Rights Agreement, the Pubco	Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies.

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Provision	Delaware	Cayman Islands
	board of directors will initially be comprised of ten directors consisting of two directors designated by the Shareholder Representative, two directors designated by Sponsor, three independent directors designated by Sponsor, two independent directors designated by the Shareholder Representative and the chief executive officer of Pubco.

Classified or Staggered Boards	Classified boards are permitted. The amended and restated certificate of incorporation provides that the Pubco board of directors will be classified until the 7^th anniversary of the Effective Time.	Classified boards are permitted.

Fiduciary Duties of Directors	Directors must exercise a duty of care and duty of loyalty, which includes the duty to act in good faith, to the company and its stockholders.	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company, but may be owed directly to creditors or shareholders in certain limited circumstances.

Indemnification of Directors and Officers	A corporation is generally permitted to indemnify any person who was or is a party to any proceeding because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable	A Cayman Islands exempted company generally may indemnify its directors or officers, except with regard to fraud or willful default.

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Provision	Delaware	Cayman Islands
	cause to believe their conduct was unlawful. If the action was brought by or on behalf of the corporation, no indemnification is made when a person is adjudged liable to the corporation unless a court determines such person is fairly and reasonably entitled to indemnity for expenses the court deems proper.

Limited Liability of Directors	Permits a provision in the certificate of incorporation limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful stock repurchases or dividends, or receipt of an improper personal benefit.	Liability of directors may be limited, except with regard to their own fraud or willful default.

Incentive Plan

The purpose of the Incentive Plan is to enhance Pubco’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Pubco by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The Pubco board of directors believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified directors, employees, consultants, and other service providers who help Pubco meet its goals.

This section summarizes certain principal features of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan.

Shares Available Under the Incentive Plan

Subject to adjustment as provided for in the Incentive Plan, the number of shares of Pubco Common Stock that may be issued or transferred (1) upon the exercise of stock options, including incentive stock options (“ISOs”), or stock appreciation rights (“SARs”), (2) in payment of restricted stock and released from substantial risks of forfeiture thereof, (3) in payment of restricted stock units (“RSUs”), (4) in payment of performance awards that have been earned, or (5) as other stock-based awards (“Other Stock-Based Awards”), will not exceed 10% of the Pubco Common Stock outstanding as of the closing, plus the number of shares that again become available for issuance under the Incentive Plan in accordance with the recycling provisions of the Incentive Plan as described in the paragraph below (“Share Reserve”). Unless the Compensation Committee acts, prior to the first day of a given fiscal year, to provide otherwise, the Share Reserve will be increased each fiscal year during the term of the Incentive Plan commencing with the 2022 fiscal year by the lesser of (x) 5% of the Share Reserve outstanding on the last day of the immediately preceding fiscal year and (y) such fewer number of Pubco Common Stock as determined by the Compensation Committee. Shares issued or transferred under the Incentive Plan may be shares of original issuance or treasury shares or a combination of both.

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Stock to the participant, those shares will again be available for awards under the Incentive Plan. If two awards are granted together in tandem, the shares underlying any portion of the tandem award which is not exercised or otherwise settled in shares will again be available for awards under the Incentive Plan. Any shares of Pubco Common Stock covered by an award that is settled in cash will again be available for awards under the Incentive Plan. In addition, if a participant elects to give up the right to receive cash compensation in exchange for shares of Pubco Common Stock based on fair market value, the shares will not count against the aggregate limit described above. Notwithstanding the foregoing, any shares that (1) are tendered to or withheld by the company to satisfy payment or applicable tax withholding requirements in connection with the vesting or delivery of an award, (2) are withheld by the company upon exercise of a stock option pursuant to a “net exercise” arrangement, or (3) underlie a SAR that is settled in shares, will not (in any case) again be available for awards under the Incentive Plan. In addition, shares that are purchased by the company in the open market pursuant to any repurchase plan or program, whether using stock option proceeds or otherwise, will not be made available for grants of awards under the Incentive Plan, nor will such number of purchased shares be added to the limit on the number of shares available for issuance under the Incentive Plan.

Subject to adjustment as provided in the Incentive Plan, the aggregate number of shares of Pubco Common Stock for which incentive stock options (“ISOs”) may be granted will not exceed the Share Reserve. Further, no non-employee member of Pubco’s board of directors will be paid compensation (including awards under the Incentive Plan, determined based on the fair market value of such awards as of the grant date, as well as any retainer fees, but excluding any amounts paid in respect of a director’s first year of service, and excluding any special committee fees) totaling more than $750,000 in respect of any single fiscal year (the “Non-Employee Director Compensation Limit”).

No Repricing

Repricing of options and SARs or cash payments for the cancellation of “underwater” options or SARs are prohibited without stockholder approval under the Incentive Plan (outside of certain corporate transactions or adjustments specified in the Incentive Plan).

Eligibility

Any employee of, or consultant or service provider to, Pubco or any of Pubco’s subsidiaries (including any prospective employee) and non-employee directors of Pubco’s board of directors or the board of directors of any of Pubco’s subsidiaries may be selected to participate in the Incentive Plan. The compensation committee, as designated by Pubco’s board of directors in accordance with the Incentive Plan (the “Compensation Committee”), determines which persons will receive awards and the number of shares of Pubco Common Stock subject to such awards.

Administration

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as the Compensation Committee. The Compensation Committee is authorized to interpret the Incentive Plan and related agreements and other documents.

Types of Awards Under the Incentive Plan

The Incentive Plan authorizes Pubco’s board of directors to provide equity-based compensation in the form of (1) stock options, including ISOs entitling the participant to favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (2) SARs, (3) restricted stock, (4) RSUs, (5) performance awards and (6) Other Stock-Based Awards.

Dividends

No dividends or dividend equivalents will be paid on any award made under the Incentive Plan prior to the vesting of such award. In the sole discretion of the Compensation Committee, a restricted stock award, RSU award, performance award, or an Other Stock-Based Award may provide the participant with dividends or dividend equivalents, payable in cash, shares of Pubco Common Stock, other securities, or other property, on a deferred basis; provided, that such dividends or dividend equivalents will be subject to the same vesting conditions as the award to which such dividends or dividend equivalents relate.

Amendments

Pubco’s board of directors may amend, alter, suspend, discontinue, or terminate the Incentive Plan without further approval by Pubco’s stockholders, except where (i) the amendment would materially increase the benefits accruing to participants under the Incentive Plan, (ii) the amendment would materially increase the number of securities which may be issued under the Incentive Plan, (iii) the amendment would materially modify the requirements for participation in the Incentive Plan, (iv) the amendment would increase the Non-Employee Director Compensation Limit or (v) stockholder approval is required by applicable law or the applicable exchange rules and regulations. If any amendment, alteration, suspension, discontinuance, or termination of the Incentive Plan would impair the rights of any participant, holder, or beneficiary of a previously granted award, the amendment, alteration, suspension, discontinuance, or termination will not be effective with respect to such person without the written consent of the affected participant, holder, or beneficiary.

Detrimental Activity and Clawback

Awards under the Incentive Plan will provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions as may be determined by the Compensation Committee from time to time, if a participant, during his or her employment or other service with us or a subsidiary engages in activity detrimental to Pubco or a subsidiary, whether discovered before or after the employment or service period. In addition, the Compensation Committee may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to Pubco of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act, as amended, or any applicable rules or regulations of the SEC or any national securities exchange or national securities association on which Pubco Common Stock may be traded.

Transferability

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certain trusts, or to specified types of partnerships, corporations, or limited liability companies on notice to and consent of the Compensation Committee. The participant will remain liable for any withholding taxes required to be withheld upon the exercise of such stock option by the permitted transferee.

Adjustments

In the event that the Compensation Committee determines that any dividend or other distribution (whether in the form of cash, shares of Pubco Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Pubco Common Stock or Pubco’s other securities, issuance of warrants or other rights to purchase shares of Pubco Common Stock or Pubco’s other securities, or other corporate transaction or event affects the shares of Pubco Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, then the Compensation Committee will equitably adjust any or all of (i) the number of shares of Pubco Common Stock or other securities (or number and kind of other securities or property) with respect to which awards may be granted, including any appropriate adjustments to the individual limitations applicable to awards set forth in the Incentive Plan, (ii) the number of shares of Pubco Common Stock or other securities (or number and kind of other securities or property) subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the case of stock options and SARs will equal the excess, if any, of the fair market value of the share subject to each such stock option or SAR over the per share exercise price or grant price of such stock option or SAR.

The Compensation Committee is also authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in the previous paragraph) affecting Pubco, any of Pubco’s subsidiaries, Pubco’s financial statements or those of any of Pubco’s subsidiaries, or of changes in applicable laws, regulations, or accounting principles, whenever the Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan.

Withholding Taxes

To the extent that we are required to withhold federal, state, local, or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the Incentive Plan, and subject to Section 409A of the Code, Pubco has the right to withhold from any award or from any compensation or other amount owing to a participant the amount (in cash, shares of Pubco Common Stock, other securities, other awards under the Incentive Plan or other property) of applicable withholding taxes and to take other action as may be necessary to satisfy all obligations for payment of such taxes. Subject to the foregoing, and contingent upon Pubco’s consent, a participant may satisfy the withholding liability by delivering shares of Pubco Common Stock owned by the participant (which are not subject to any pledge or other security interest and which have been held by the participant for at least six months) with a fair market value equal to the withholding liability or have us withhold from the shares of Pubco Common Stock otherwise deliverable pursuant to an award, a number of shares of Pubco Common Stock equal to the withholding liability, or by such other methods as may be approved by the Compensation Committee, including through a “broker-assisted” cashless exercise.

Compliance with Section 409A of the Internal Revenue Code

To the extent applicable, it is intended that the Incentive Plan and any grants made thereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the participants. The Incentive Plan and any grants made under the Incentive Plan will be administered in a manner consistent with this intent.

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Termination

No grant will be made under the Incentive Plan more than 10 years after the date on which the Incentive Plan is first approved by Pubco’s stockholders, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Incentive Plan.

New Plan Benefits

All of the executive officers and directors of Pubco will be eligible to participate in the Incentive Plan and thus have a personal interest in the approval of the Incentive Plan. Because awards to be granted in the future under the Incentive Plan are at the discretion of the Compensation Committee, it is not possible to determine the exact benefits or amounts to be received under the Incentive Plan.

Name, Headquarters; Stock Symbols

The name of Pubco after the consummation of the Transactions will be KORE Group Holdings, Inc. and our headquarters will be located at 3700 Mansell Road, Suite 300 Alpharetta, GA 30022. 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.

Background of the Transactions

The following is a brief description of the process used by CTAC in selecting KORE as its partner in the business combination and of the background of the negotiations between CTAC and KORE.

CTAC is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

CTAC was formed with a particular focus on effecting a business combination with a company in the information and communications technology (“ICT”) industry due to CTAC’s belief that there are opportunities in the industry for significant growth. To facilitate the pursuit of a potential target in the ICT industry, CTAC assembled a board of directors with established leadership credentials in ICT (the “CTAC Board”), as well as an advisory board comprised of senior executives with deep experience in the ICT industry (the “Advisory Board”). The expertise of the CTAC Board and the Advisory Board is supplemented by Cerberus Technology Solutions, LLC (“CTS”) and Cerberus Operations and Advisory Company, LLC (“COAC”), which are affiliates of Cerberus Capital Management, L.P. (together with its affiliates, “Cerberus”). COAC employs and/or retains a large team of operating professionals and consultants who drive deal diligence and development, assist in sourcing, and provide significant expertise in operational planning and board oversight for Cerberus affiliates. CTS is a technology-focused operational company, which focuses on deploying and implementing technology solutions to enhance processes and modernize business models across the Cerberus funds and accounts, their respective investments and their portfolio companies. The CTS team participates in identifying and performing diligence on investment opportunities where technological innovation can play a key role in driving value creation.

CTAC’s focus on potential ICT acquisition targets was driven by several factors, including:

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5G Technology and Compelling Long-term Growth Prospects. 5G promises to allow networks to harness data and machine learning for the purpose of more efficient control of physical processes that span every aspect of the economy. The technology allows for faster download speeds, lower latency, higher device density, higher reliability, and more network capabilities.

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Large Target Market Active in M&A. The sector has substantial actionable targets of meaningful scale that fit its acquisition criteria. According to S&P Global Market Intelligence, over the past 5 years, the sector has benefited from robust global M&A deal flow with over 259 transactions completed between $1 billion and $10 billion in size, with a cumulative deal volume of over $670 billion.

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Consolidation Opportunities. Across multiple sectors within ICT, key players have looked to consolidate and scale to compete and deploy capital in the next generation of wireless and broadband technology.

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. Prior to the consummation of our IPO, CTAC had not selected any specific business combination target and CTAC had not, nor had anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

After completion of the IPO, CTAC began the process of creating a target pipeline, leveraging the CTAC Board, the Advisory Board, COAC and CTS’s respective networks to identify targets that would complement CTAC’s management’s experience, and could benefit from the operational, technological and investment expertise of CTAC management, the CTAC Board, and the Advisory Board.

On October 27, 2020, a multi-disciplinary deal team consisting of members of CTAC’s management, certain members of the CTAC Board and Advisory Board, and representatives from CTS, COAC and third party advisors (collectively, the “Deal Team”) met by video conference to discuss an extensive list of potential targets. Certain members of the Deal Team met, generally on a weekly basis by video conference, until late January, 2021, to review potential investment opportunities and to discuss the status of the search for attractive targets (each, a “Weekly Meeting”). At several Weekly Meetings, including the meeting on October 27, 2020, the Working Group was joined by representatives of the Sponsor (the “Sponsor Representatives”), for purposes of obtaining the Sponsor’s input on proceeding to the next phase of engagement with any particular target.

Consistent with CTAC’s business strategy, CTAC used the following general criteria and guidelines (among others) as it sought to focus its search on businesses that it believed would:

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be growth-oriented, market-leading companies;

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have a durable and/or defensible market position, with demonstrated competitive advantages to maintain barriers to entry;

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have recurring, predictable revenues and a history of, or the near-term potential to, generate stable and sustainable free cash flow;

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have strong management teams with established track records of driving growth and profitability, and who would benefit from CTAC management’s network and expertise, capital structure optimization, acquisition advice or operational and technological changes to drive improved financial performance;

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be fundamentally sound companies that may currently be underperforming their potential;

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exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve their growth strategy, particularly where these attributes may have been misevaluated by the marketplace based on its analysis and due diligence review;

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offer an attractive risk-adjusted return for CTAC shareholders, potential upside from growth in the target business and an improved capital structure, as weighed against any identified downside risks; and

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benefit from being publicly traded, be prepared to be a publicly traded company and could utilize access to broader capital markets.

Throughout its search for a potential target, CTAC utilized the operational, transactional and capital planning experience of its management team, the CTAC Board and Advisory Board, along with resources from COAC, CTS and third-party advisors.

During its search for a potential acquisition target, CTAC entered into non-disclosure agreements with nine (9) potential targets, received presentation materials with respect to these targets, and, in some instances engaged in preliminary discussions with management or representatives of these targets. CTAC engaged in more substantive diligence and discussions with five (5) targets, and submitted two formal indications of interest. One of these indications of interest was delivered to an IoT business engaged in a SPAC auction, and the other was delivered to KORE.

CTAC was first introduced to KORE as follows. On November 2, 2020, CTAC engaged with representatives from Cowen and Company LLC (“Cowen”), which was providing advisory services to KORE and launching a SPAC auction process on KORE’s behalf, to discuss opportunities in the telecommunications industry. Separately, at the request of CTAC, a representative from Goldman Sachs & Co. LLC (“Goldman Sachs”), CTAC’s financial advisor, registered interest with KORE’s major shareholder, ABRY, who directed a representative of Goldman Sachs to contact Cowen regarding a potential transaction. Additionally, a CTAC affiliate with a pre-existing relationship with ABRY introduced members of the CTAC management team to an ABRY investment professional. On that same day, Cowen sent a draft Non-Disclosure Agreement (the “NDA”) to CTAC. Both parties signed the NDA on November 11, 2020.

Beginning on November 2, 2020 and continuing for the next several weeks, the CTAC management team, with assistance from its advisors, conducted preliminary due diligence of KORE, including by requesting documentation from and telephonic conferences with the KORE management team and its advisors. During this period, CTAC also continued to perform due diligence with respect to other potential acquisition targets in its pipeline.

During late November and early December, CTAC held Weekly Meetings during which certain members of the Deal Team discussed KORE and other companies as potential acquisition targets. During these meetings, members of CTAC management presented their initial analyses of KORE’s business model and discussed, among other matters, the KORE One platform and IT organization, and financial projections provided by KORE. The Weekly Meetings were interactive and included discussion and question-and-answer sessions, permitting members of the Deal Team to thoroughly assess the strengths and weakness of potential acquisition targets, including KORE. The Deal Team, with assistance from the advisors included on the Deal Team, continued to engage in diligence with respect to KORE, including with respect to the areas noted above. During this period, KORE emerged as the leading candidate among potential acquisition targets being considered, due to its participation in the growth oriented IoT market – an area of particular expertise for CTAC Advisory Board members—its strong leadership team, recurring revenue stream, ability to benefit from further capital investment, and its readiness both to enter into a transaction and to emerge as a well-managed public company. KORE’s proprietary technology platform, KORE One, was also a distinguishing factor that caused KORE to stand out in CTAC’s search. This platform is made up of seven core engines and allows KORE to connect their customers globally. CTAC viewed the KORE One platform as giving KORE the ability to fuel its future growth

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organically because of its efficacy and difficulty to duplicate. The platform makes KORE a leader in the ITC industry and helped solidify CTAC’s confidence in the business.

On December 7, 2020, certain members of the Deal Team held a Weekly Meeting, which included Sponsor Representatives. The CTAC management team, provided an update on the risks and rewards of pursuing a business combination with KORE and key terms of a potential transaction, including enterprise valuation of KORE based on a multiple range of 16.5 to 17.5x KORE’s projected 2021 adjusted EBITDA and a multiple of 15.2x KORE’s projected 2022 EBITDA. Management of CTAC, with the support of the Sponsor Representatives, agreed to send KORE a non-binding indication of interest and a draft term sheet, subject to further diligence, to facilitate further discussions. KORE’s representatives had informed CTAC that KORE would only move forward in considering a transaction with CTAC if CTAC would agree to a 30-day exclusivity period. Due to CTAC’s interest in KORE and the limited proposed period of exclusivity, as well as CTAC’s desire to ensure that it would have a right to negotiate with KORE on an exclusive basis, CTAC’s indication of interest included a 30-day mutual exclusivity period.

Later on December 7, 2020, CTAC sent the non-binding indication of interest to KORE’s representatives at Cowen. On December 8, 2020, CTAC sent a revised indication of interest and a draft non-binding summary of terms (the “Term Sheet”) for the business combination transaction to Cowen. After numerous rounds of discussion and negotiation, including with respect to the proper multiple of EBITDA to be applied in determining KORE’s enterprise value, potential adjustments to terms of the “promote” shares held by the Sponsor in the event the parties mutually agreed to reduce the valuation of KORE set out in the Term Sheet, terms of the registration rights and the composition of the post-closing board of directors, KORE and CTAC executed the final Term Sheet on December 24, 2020.

The final Term Sheet contemplated a business combination between CTAC and KORE for aggregate consideration based on an equity value range of KORE between $975.4 million and $1,034.5 million, calculated based on a multiple range of 16.5 to 17.5x KORE’s projected 2021 adjusted EBITDA of $59.1 million, and included (x) a two-way net working capital and net debt adjustment, and (y) a mechanism funded by Sponsor “promote” shares to further adjust purchase price in favor of KORE shareholders in the event the parties mutually agreed to reduce the valuation of KORE below the 16.5x multiple. The transaction structure would be determined by the parties based on business, legal, tax, accounting and other considerations. The proposed post-closing board of directors of the combined company would have 10 members, comprised of the CEO, two directors selected by Sponsor, two directors selected by KORE shareholders, two independent directors selected by KORE shareholders, and three independent directors selected by Sponsor. The Term Sheet also contemplated that private investors would enter into subscription agreements for a private placement of shares (“PIPE Transaction”) which would close simultaneously with the closing of the business combination in an amount to be agreed to by the parties (“PIPE Investment”). The Sponsor reserved the right to fund a portion of the PIPE Investment at the closing, not to exceed a dollar amount to be mutually agreed. The Term Sheet stated that all terms were subject to ongoing due diligence and provided for a 30-day mutual exclusivity period.

Beginning on December 29, 2020, KORE provided CTAC and its advisors access to a virtual dataroom (the “Data Room”) containing additional financial and legal materials regarding KORE and its operations. More information was provided and numerous follow-up diligence calls were hosted over the next several weeks as requested by CTAC. Such diligence continued as requested by CTAC up through negotiation of the definitive documentation and associated schedules. Subject matter experts from COAC were engaged and conducted functional diligence in legal, human resources/benefits, tax, finance, and insurance, as did technology and intellectual property experts from CTS. Such diligence included discussions with KORE management as well as a review of written materials posted to the Data Room, written supplemental diligence requests, and discussions with CTAC’s outside advisors.

In December, 2020, Milbank LLP (“Milbank”) was engaged as counsel to CTAC. Milbank was subsequently granted access to the Data Room and began conducting legal due diligence of KORE, which due diligence

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process continued until the merger agreement was entered into on March 12, 2021. This diligence included reviewing materials posted to the Data Room, discussing certain due diligence matters with and posing follow-up questions to management of KORE telephonically on two separate occasions, and discussions with CTAC’s other advisors. Certain of Milbank’s subject-matter experts also conducted standalone diligence calls with their subject-matter counterparts of COAC and/or CTS. In addition to the telephone discussions, Milbank’s legal diligence also included written supplemental due diligence questions submitted to KORE via a diligence question and answer document on a number of separate occasions. On March 4, 2021, representatives of Milbank shared a preliminary high-level due diligence report with CTAC. The report provided a summary of matters reviewed during the course of the due diligence review to that point. Representatives from Milbank and CTAC held frequent discussions from the outset of their diligence through March 11, 2021 discussing the progress of the diligence. After receiving written feedback and feedback via telephone conference from their daily status report calls from CTAC, Milbank shared a revised diligence report with CTAC on March 8, 2021.

In February, 2021, CTAC hired additional third party advisors to separately conduct continued accounting and tax due diligence on KORE to supplement the diligence conducted by COAC. During this due diligence process, which lasted through the beginning of March 2021, the third party advisors reviewed and analyzed documents and data provided in the Data Room, including audit committee minutes and materials, management presentations and other selected background information, and held numerous discussions with KORE’s external technical accounting advisors and KORE’s management team. On multiple occasions, members of CTAC’s management team held meetings via teleconference with the third-party advisors to review and discuss an analysis of KORE and its business operations, inclusive of a detailed quality of earnings analysis.

On January 27, 2021, at a special meeting of the CTAC Board, management of CTAC provided an update and overview of the KORE negotiation process, as well as information on KORE and the diligence process. The CTAC Board reviewed initial proposed terms of an acquisition of KORE and timing considerations, including information regarding the PIPE Transaction. The CTAC Board authorized the PIPE Transaction marketing process and the engagement of Cowen and Goldman Sachs as co-placement agents (the “Placement Agents”) in connection with the PIPE Transaction on substantially on the terms described to the CTAC Board.

On January 29, 2021, CTAC held a Weekly Meeting, which included attendance of Sponsor Representatives, providing an update on the status of the transaction with KORE. At this meeting, members of CTAC’s management presented the rationale for the KORE transaction and a process update. The Sponsor Representatives expressed support for the decision to commence the PIPE marketing process and continue negotiations with KORE.

Commencing during the week of February 1, 2021, the parties, with assistance from their advisors, identified potential investors to approach for the PIPE Transaction solicitation process and prepared an investor presentation for such process. Shortly thereafter, the Placement Agents contacted potential investors who had a track record of long-term investments and an interest in investing in similar transactions to arrange for investor meetings with KORE and CTAC. KORE and CTAC, together with the Placement Agents, held investor meetings with certain potential investors in the PIPE Transaction. Members of KORE management attended various investor meetings on behalf of KORE along with members of CTAC management. The Placement Agents arranged for a virtual dataroom (the “PIPE VDR”) to be established to provide certain materials to prospective PIPE Transaction investors who agreed to be brought “over the wall”. A draft subscription agreement was made available to potential PIPE investors through the PIPE VDR on February 13, 2021.

From February 13, 2021 through the week of March 8, 2021, KORE, CTAC and the Placement Agents held follow-up phone calls with prospective investors in the PIPE Transaction and received indications of interest. The Placement Agents received strong interest from prospective investors about participating in the PIPE Transaction and the PIPE Investment was significantly oversubscribed. After the draft Subscription Agreement was provided to the prospective investors in the PIPE Transaction, certain prospective PIPE Investors provided comments to the Subscription Agreements, which were reviewed by KORE, CTAC, and their respective representatives.

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After approval by the CTAC Board to upsize the PIPE Investment to $225 million (as further described below), CTAC and KORE, with assistance from the Placement Agents, finalized proposed allocations of the PIPE Investment with the prospective investors on March 5, 2021. Also on March 5, 2021, Milbank made a revised draft of the Subscription Agreement available to the PIPE Investors through the PIPE VDR. After receiving further comments from Kirkland and additional PIPE Investors, the Subscription Agreement was finalized on March 8, 2021.

On February 25, 2021, Milbank provided an initial draft of the Merger Agreement to Kirkland based on the terms of the Term Sheet. Certain matters, including transaction structure and certain other terms and conditions, the details of which were not fully addressed in the Term Sheet, required additional negotiation by the parties through the exchange of subsequent drafts of the Merger Agreement.

On March 2, 2021, Kirkland provided to Milbank a revised draft of the Merger Agreement and from such time through March 11, 2021, representatives of Milbank and Kirkland continued to negotiate the terms of the Merger Agreement, exchanging multiple drafts thereof. The principal terms negotiated during such time related to, among other things, whether the purchase price should be subject to adjustment in respect of net debt and net working capital, the circumstances under which the CTAC Board would be permitted to change its recommendation to shareholders, the amount and components of the minimum available cash required as a condition to Closing, elements and the treatment of transaction expenses, representations and warranties, interim operating covenants and closing conditions.

On March 3, 2021, Milbank provided an initial draft of the Company Holders Support Agreement to Kirkland. On March 4, 2021 and March 5, 2021, Kirkland provided initial drafts to Milbank of the Sponsor Support Agreement and the form Investor Rights Agreement, respectively. During the weeks of March 1^st and 8^th representatives of CTAC, KORE and their respective legal counsel conducted various telephonic conferences and exchanged drafts of the key and ancillary agreements related to the business combination, including the Sponsor Support Agreement, the Company Holders Support Agreement, the form of Investor Rights Agreement, the form of the Pubco amended and restated certificate of incorporation and the form of the New Pubco Bylaws.

On March 3, 2021, at a special meeting of the CTAC Board, members of CTAC management provided an update on the status of the transaction with KORE. Representatives from CTAC’s Cayman legal counsel, Maples & Calder, provided the CTAC Board with guidance regarding its fiduciary duties under Cayman law in connection with the proposed Transactions. Representatives from Milbank also provided the CTAC Board with guidance on applicable considerations under U.S. law as well as an update on the legal due diligence process and findings. Finally, as a result of the oversubscription of the PIPE Investment, members of CTAC management presented the CTAC Board with considerations on increasing the size of the PIPE Investment to $225 million, including the advantages of increasing the amount of cash available to KORE post-closing for deleveraging, capex, and acquisitions, and decreasing transaction risks associated with potential redemptions by public shareholders of CTAC. After discussion, the CTAC Board determined to adjorn the meeting with the plan to re-convene within the week to consider further updates on the status of the transaction.

On March 5, 2021, the CTAC Board reconvened for another special meeting. The CTAC management team updated the CTAC Board on the status of the transaction and representatives from Milbank presented the CTAC Board with the key terms of the main transaction documents. After discussion, including questions and answers, the CTAC Board agreed that management should continue to finalize all transaction documents, as well as to upsize the PIPE Investment by $75 million, from $150 million to $225 million. The CTAC Board, with the assistance of its legal advisors, discussed and reviewed the proposed business combination, including the terms and conditions of the Merger Agreement and the key ancillary agreements, the potential benefits of, and risks relating to, the proposed business combination, the reasons for entering into the Merger Agreement, the proposed timeline for entering into the definitive transaction agreements, announcing the proposed business combination and consummating such business combination, and related fiduciary duties. Milbank also provided the CTAC Board and its audit committee with written resolutions approving the Transactions. By unanimous consent, the

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CTAC Board determined, among other things, that the Business Combination Proposal is advisable and in the best interests of CTAC and its shareholders and agreed to recommend that its shareholders vote “FOR” the proposal to approve the transactions. See “— CTAC’s Board of Directors’ Reasons for Approval of the Transactions” for additional information related to the factors considered by CTAC’s board of directors in approving the business combination.

On March 11, 2021, the CTAC Board held a special meeting to discuss the proposed transaction. Members of CTAC’s management team informed the CTAC Board that transaction documents had been substantially negotiated and drafts of KORE’s PCAOB audited financial statements had been provided, but that KORE had advised its final PCAOB audited financial statements were still undergoing final review by its outside auditor and would not be ready prior to execution of the Merger Agreement. After discussion, the CTAC Board determined that it was advisable and in the best interest of the CTAC shareholders to proceed with the execution of the definitive transaction documents, provided that the Merger Agreement be revised to require KORE to provide PCAOB financial statements (which PCAOB financial statements would not differ in any material and adverse respect from the unaudited financial statements previously delivered to CTAC) within 15 days of the date of the Merger Agreement.

Following such CTAC Board meeting, the proposal with respect to the delivery of the PCAOB audited financial statements was presented by members of CTAC management to KORE, which accepted the proposed revision.

On March 11, 2021, the parties exchanged near-final drafts of the transaction documents (or forms thereof) with respect to the business combination consistent with the terms previously agreed upon by the parties, including the Merger Agreement, the Subscription Agreements, the Sponsor Support Agreement, the Company Holders Support Agreement, the form of Investor Rights Agreement, the form of the Pubco Amended and Restated Charter and the form of the New Pubco Bylaws, and the proposed materials in respect of the public announcement of the business combination, including a press release.

On March 12, 2021, the CTAC Board held a special meeting to conduct a final review of the terms of the transaction. After discussion with CTAC management and Milbank, the CTAC Board gave its unanimous approval for the Merger Agreement and related transaction agreements to be executed.

After the special meeting on March 12, 2021, CTAC, Pubco, Corp Merger Sub, LLC Merger Sub and KORE executed the Merger Agreement. Concurrent with the execution of the Merger Agreement, CTAC also entered into the Subscription Agreements, the Sponsor Support Agreement and the Company Holders Support Agreement, in each case, with the counterparties thereto. See “— Related Agreements” for additional information.

After the market closed on March 12, 2021, CTAC and KORE issued a press release announcing the execution of the Merger Agreement, which CTAC filed with a Current Report on Form 8-K on the same day along with the executed Merger Agreement, the Sponsor Support Agreement, the Company Holders Support Agreement, the form of Investor Rights Agreement, the form of Subscription Agreement and an investor presentation providing information on KORE and the proposed business combination.

In May 2021, KORE and CTAC commenced discussions with third party lenders regarding the terms of a potential backstop financing arrangement (the “Backstop Financing”) pursuant to which KORE would have the right, but not the obligation, to borrow an amount of up to $120,000,000 to help satisfy the minimum cash condition set forth in the Merger Agreement. Pursuant to the Backstop Financing, KORE may issue senior unsecured convertible notes (the “Backstop Notes”) in an aggregate principal amount equal to any amount of redemptions by CTAC shareholders in excess of $139.2 million. After reviewing proposals from potential lenders, as of June 24, 2021, KORE and CTAC have reached a preliminary understanding with a potential lender regarding key terms and conditions of the Backstop Financing. It is anticipated that any proceeds drawn under the Backstop Financing will be applied against any shortfall in the minimum cash condition arising as a result of shareholder redemptions.

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On July 27, 2021, KORE Wireless and an affiliate of Fortress Credit Corp. have entered into the backstop financing agreement pursuant to which the lender thereunder will make available the Backstop Financing, if necessary. See section entitled “Proposal No. 1—The Business Combination Proposal—General— Impact of the Business Combination on CTAC’s Public Float” for an overview of potential redemption scenarios.

The CTAC Board’s Reasons for Approval of the Transactions

In connection with its evaluation of the business combination and the other transactions contemplated by the Merger Agreement, the CTAC Board consulted with CTAC’s management team and leading consulting, legal and financial advisors, and considered a wide variety of factors, including the factors discussed below. In light of the complexity of those factors, the CTAC Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The CTAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the CTAC Board may have given different weight to different factors. This explanation of the reasons for the CTAC Board’s approval of the business combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the CTAC Board reviewed the results of the due diligence conducted by its management and members of its Advisory Board, employees of CTS, LLC, employees of COAC, LLC and their respective advisors, which included:

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extensive meetings and calls with the management team and advisors of KORE regarding operations and forecasts;

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a review of KORE’s software and network;

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review of material contracts and other material matters;

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financial, tax, legal, insurance, and accounting due diligence;

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consultation with CTAC management and legal counsel and financial advisors;

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review of the relevant industries and markets, and KORE’s relative position therein;

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review of historical financial performance of KORE (including audited and unaudited financials) and management projections for the business; and

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financial and valuation analyses of KORE and the business combination.

In the prospectus for its initial public offering, CTAC identified certain criteria that CTAC believed would be important in evaluating prospective target businesses, namely, among other factors, growth-oriented, market-leading companies with a durable and/or defensible market position, having recurring, predictable revenues and the history of, or the near term potential to, generate stable and sustainable free cash flow, which are fundamentally sound but may currently be underperforming their potential and which exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve their growth strategy, having a strong management team, offering an attractive risk-adjusted return for CTAC’s shareholders, and which can benefit from being publicly traded.

Based on its review of the industry data and the operational, financial and other relevant information related to the KORE business, including information provided by KORE and presented to the CTAC Board, the factors considered by the CTAC Board included, but were not limited to, the following:

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Market leader with defensible market position. The CTAC Board assessed that KORE is a market leader in enabling end-to-end mission critical enterprise IoT solutions, with a blue chip customer base

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that includes prominent, market-leading Fortune 500 enterprises, and possesses proprietary IP-based services and market-leading IoT knowledge and experience to help navigate the complex IoT ecosystem. Furthermore, CTAC’s Board believes that KORE has built a durable market position, having completed 44 carrier integrations (each typically taking approximately two years) that, when viewed in light of inherent challenges in the IoT deployment space due to, among other factors, regulatory complexity, security issues and a fragmented ecosystem, allow KORE to continue to be a leader in this space.

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Profitable and Stable Earnings Profile. The CTAC Board considered that KORE has a stable business model that benefits from, and seeks to maintain, a large percentage of recurring revenues from its installed base allowing for an approximately 90% average revenue visibility through 2023. Given the nature of KORE’s business, it has historically taken several years for non-core customer revenue to churn off its network despite the churn decision being made several years prior.

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Large and Growing Addressable Market. The CTAC Board considered that according to industry forecasts published by respected analysts in the field and KORE’s management expectations, the industry-wide aggregate number of connected devices is projected to grow from 22 billion in 2020 (of which 12 billion are IoT devices) to 37 billion in 2025 (of which 25 billion are expected to be IoT devices), and to 91 billion by 2030 (of which 75 billion are projected to be IoT devices), with the total addressable IoT market projected to increase from $382 billion in 2020 to more than $900 billion in 2025, as a result of the increase in the number of IoT devices and the development of new use cases, including, for example, increased adoption in the remote patient monitoring space. As an industry leader, KORE expects to benefit from these trends.

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Deep Relationships with a Broad, Diverse and Growing Global Customer Base. The CTAC Board took into account that KORE has a broad, diversified and growing customer base, with more than 3,600 customers that are connected globally, with approximately 12 million devices under management.

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Potential Growth in Revenue and Earnings. The CTAC Board assessed that KORE is well positioned to benefit from its position in the early but fast-growing IoT market. With plans to grow its customer portfolio, increase revenue from existing customers through cross-selling and upsell efforts, and the potential for further growth through accretive acquisitions available from a robust M&A pipeline in the IoT space, the CTAC Board believes that KORE has the potential to grow sales from approximately $200 million today to approximately $414 million by 2025.

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Experienced and Proven Management Team. Following completion of the business combination, the post-combination company will be led by the same senior management team that currently operates KORE and who has developed KORE into the successful company that it is today. The CTAC Board considered that KORE’s management team has a proven track record of operational excellence, financial performance, growth and ongoing capability for innovation, and possesses proven experience in the M&A space, having successfully completed numerous acquisitions, as well as significant public company experience.

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Attractive Valuation. The CTAC Board assessed that, based on the terms of the proposed business combination with KORE and related financial analysis, that the Transactions create the best available opportunity to maximize value for CTAC shareholders, taking into account, in part, the CTAC Board’s review of KORE and benchmarking of various financial ratios of KORE versus other public companies based on historical performance and projected financial performance, as further described below.

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Other Alternatives. CTAC Board believes, after a review of other business combination opportunities reasonably available to CTAC, that the business combination represents the best potential business combination for CTAC based upon the process utilized to evaluate and assess other potential acquisition targets.

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Terms and Conditions of the Transaction Agreement. The terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the business combination, were, in the

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opinion of the CTAC Board, consistent with similar transactions and the product of arm’s-length negotiations between the parties.

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Continued Ownership by the Key Holders. The CTAC Board considered that existing KORE stockholders, including investment funds affiliated with Abry Partners II, LLC, which have been investors in KORE since 2016, have agreed to retain approximately 38.3% of the common equity interests of the post-combination company, which the CTAC Board regards as a strong vote of confidence in KORE and the continued growth prospects of the post-combination company going forward.

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Involvement of the PIPE Investors. The CTAC Board considered the PIPE Investors’ commitment to invest $225 million in the post-combination company at Closing, at a purchase price of $10.00 per share a validation of KORE’s business and future prospects.

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KORE Being an Attractive Target. The CTAC Board assessed that KORE (i) is of a sufficient size relevant to the public marketplace, (ii) has a strong existing management team, (iii) has a significant total addressable market and growth expansion opportunities and (iv) would benefit from the consummation of the Transactions by becoming a public company, which the CTAC Board believes will improve KORE’s ability to grow, including through acquisitions.

In the course of its deliberations, in addition to the various other risks associated with the business of KORE, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the CTAC Board also took into account a variety of uncertainties, risks and other potentially negative reasons relevant to the business combination, including the following:

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Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the combined company’s revenues and financial performance.

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Business Plan and Projections May Not Be Achieved. The risk that KORE may not be able to execute on the business plan, and realize the financial performance as set forth in the financial projections, in each case, presented to management of CTAC.

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Benefits May Not Be Achieved. The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe.

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Growth Initiatives May Not be Achieved. The risk that KORE’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

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No Third-Party Valuation. The risk that CTAC did not obtain a third-party valuation or fairness opinion in connection with the Transactions to further validate the Board’s view of KORE’s equity value.

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Liquidation. The risks and costs to CTAC if the business combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in CTAC being unable to effect a business combination within the completion window, which would require CTAC to liquidate.

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Stockholder Vote. The risk that CTAC’s stockholders may object to and challenge the Transactions and take action that may prevent or delay the consummation of the Transactions, including to vote down the proposals at the special meeting, not vote in favor of any extension of CTAC’s time frame to complete the Transactions or redeem their shares.

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Closing Conditions. The fact that completion of the Transactions is conditioned on the satisfaction of certain closing conditions that are not within CTAC’s control.

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CTAC Stockholders Holding a Minority Position in the Post-Combination Company. The risk that CTAC stockholders will hold a minority position in the post-combination company following

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completion of the business combination (with the Sponsor and CTAC’s public stockholders owning approximately 8.1% and 28.7%, respectively, of the common stock of the post combination company, assuming in each case that no shares of CTAC’s Class A common stock are elected to be redeemed by CTAC stockholders), which could affect their influence on the combined company after the Closing of the business combination.

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Litigation. The possibility of litigation challenging the Transactions or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Transactions.

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Fees and Expenses. The fees and expenses associated with completing the Transactions.

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Redemptions. The risk that current CTAC public stockholders would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account.

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NYSE Listing. The potential inability to maintain the listing of the post-combination company’s securities on the NYSE following the business combination.

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Valuation. The risk that the CTAC Board may not have properly valued KORE’s business.

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Potential Conflicts. The potential conflicts of interest of the Sponsor and CTAC’s officers and directors in the business combination.

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Distraction to Operations. The risk that the potential diversion of KORE’s management and employee attention as a result of the business combination may adversely affect KORE’s operations.

•

Other Risks. Various other risks associated with the business of KORE, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

In addition, the CTAC Board also took into account:

•

Interests of Certain Persons. Some officers and directors of CTAC may have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of CTAC’s stockholders (see section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). CTAC’s independent directors took into account these interests during the negotiation of the Transactions and in evaluating and unanimously approving, as members of the CTAC Board, the Merger Agreement and the transactions contemplated therein, including the Transactions.

In light of the foregoing, CTAC’s Board concluded, in its business judgment, that the potential benefits to CTAC and its shareholders relating to the business combination and related transactions outweighed the potentially negative factors relating thereto. In connection with its deliberations, the CTAC Board did not consider the fairness of the business combination to any person other than CTAC and its shareholders.

Recommendation of the CTAC Board

After careful consideration of the matters described above, the CTAC Board determined unanimously that each of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal, the NYSE proposal and the adjournment proposal, if presented, is advisable and in the best interests of CTAC and its shareholders. The CTAC Board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

Certain Forecasted Financial Information for KORE

Prior to approval of the Transactions by the CTAC Board and the execution of the Merger Agreement and related agreements, KORE provided CTAC with internally prepared forecasts, including for calendar year 2021. This

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prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or the generally accepted accounting principles in the United States with respect to forward looking financial information. As a private company, KORE does not, as a matter of course, make public projections as to future performance, revenues, earnings or other results of operations. The forecasts were prepared solely for internal use, capital budgeting and other management purposes. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic review and revision based on actual experience and business developments, and were not intended for third-party use, including by investors or equity or debt holders. You are cautioned not to rely on the forecasts in making a decision regarding the Transactions, as the forecasts may be materially different than actual results.

KORE believes that the assumptions used to derive its forecasts are both reasonable and supportable. In preparing the models, KORE’s management relied on a number of factors, including the executive team’s significant experience in the industry and the historical performance of KORE. The forecasts reflect the consistent application of the accounting policies of KORE and should be read in conjunction with the accounting policies included in Note 2 – “Summary of Significant Accounting Policies” accompanying the historical audited consolidated financial statement of KORE and included elsewhere in this proxy statement/prospectus.

In its presentation to the CTAC Board, CTAC management presented certain forecasted financial information for KORE provided by KORE. The forecasted financial information provided to the CTAC Board included projections for revenue and adjusted EBITDA, in each case for calendar years 2021 through 2025. Adjusted EBITDA is a non-GAAP financial measure. Due to the forward-looking nature of the information below, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available and CTAC believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used or reviewed by CTAC may not be comparable to similarly titled amounts used by other companies.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROSPECTUS/PROXY STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS FOR KORE, CTAC AND KORE UNDERTAKE NO OBLIGATION AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

The selected forecasted financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, KORE’s and CTAC’s management. BDO USA, LLP and WithumSmith+Brown, PC have not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying selected forecasted financial information and, accordingly, BDO USA, LLP and WithumSmith+Brown, PC do not express an opinion or any other form of assurance with respect thereto. The BDO USA, LLP report and WithumSmith+Brown, PC report included in this proxy statement/prospectus relate to KORE’s and CTAC’s previously issued audited financial statements, respectively. They do not extend to the selected forecasted financial information and should not be read to do so.

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The following table presents the selected forecasted financial information that CTAC management reviewed with the CTAC Board and which was used by CTAC in connection with the financial analysis summarized below:


(US$ in millions)	2021P			2022P			2023P			2024P			2025P			CAGR ‘21P – ‘25P
Total Revenue	$	219		$	238		$	276		$	333		$	414			17	%
% Total Growth		2	%		9	%		16	%		21	%		24	%
Adj. EBITDA	$	60		$	67		$	82		$	107		$	140			24	%
% Adj. EBITDA Margin		27	%		28	%		30	%		32	%		34	%

Additionally, the following projected information regarding Total Connections was reviewed by CTAC management with the CTAC Board:

2019A

2020A

2021E

2022E

2023E

2024E

2025E

CAGR
’21E-’25E

Go Forward Connections

7.8

9.6

13.0

16.1

19.3

23.2

28.0

% growth

23.3

34.7

23.9

20.0

21.0

Total Connections

9.2

10.7

13.7

16.3

19.3

23.2

28.0

% growth

16.0

27.9

18.9

18.5

20.0

21.0

Total Connections constitutes the total of all KORE Connectivity services connections, including both CaaS and CEaaS connections, but excluding certain connections where mobile carriers license KORE’s subscription management platform from KORE. Total Connections include the contribution of eSIMs. Go Forward Connections are Total Connections less connections from customers which were lost as a result of the integration of Raco, Wyless and other acquisitions, which were lost primarily in the 2014-2017 period, but which customers continue to have a declining portfolio of connections each year with KORE. Go Forward Connections include the contribution of eSIMs.

Go Forward Connections (average connections in a 12-month period) grew by 23.3% in 2020 as compared to 2019. Management expects this same cohort to grow by 34.7% in 2021 as compared to 2020. Similar continued growth of Go Forward Connections is expected and is consistent with KORE’s revenue projections through 2025 and is based on KORE’s expectations and assumptions with respect to underlying IoT market growth, sales productivity, and customer churn.

This summary of the forecasts is not being included in this proxy statement/prospectus to influence your decision whether to vote in favor of any proposal. None of KORE, CTAC, or their respective affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ materially from the forecasts, and none of them undertake any obligation to update or otherwise revise or reconcile the forecasts to reflect circumstances existing after the date the forecasts were generated, including in respect of the potential impact of the COVID-19 pandemic (or any escalation thereof), or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the forecasts are shown to be in error, in each case, except (and solely to the extent) as may be required under applicable law. While presented with numerical specificity, these financial forecasts and forecasts of future Total Connections and Go Forward Connections were based on numerous variables and assumptions known to KORE and CTAC at the time of preparation. These variables and assumptions are inherently uncertain and many are beyond the control of KORE or CTAC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of KORE (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic conditions and other factors described or referenced under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Various assumptions underlying the forecasts may prove not to have been, and/or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain

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business strategies or plans that are subject to change. As a result, the inclusion of the forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts. For all of these reasons, the forward-looking financial information described below and the assumptions upon which they are based (i) are not guarantees of future results, (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties, and readers of this proxy statement/prospectus are cautioned not to rely on them.

Certain Financial Analysis

CTAC’s management primarily relied upon a benchmarking analysis to assess the value that the public markets might ascribe to CTAC following a business combination with KORE. This analysis was presented at one or more of the Weekly Meetings and to the CTAC Board.

The relative valuation analysis was based on selected publicly traded companies in the both the IoT/connectivity sector and the communications software sector. The benchmark companies that the CTAC Board reviewed within such sectors were Alarm.com, Inseego, ptc, Trimble, and Vonage, with respect to IoT/connectivity and 8x8, bandwidth, Ring Central, Twilio and Zoom, with respect to communications software. The IoT/ connectivity companies selected as benchmarks by CTAC were publicly traded pure-play IoT companies, with enterprise values between $800 million and $3 billion, stable recurring revenues, strong revenue growth, and stable gross and EBITDA margins. The communications software companies selected as benchmarks by CTAC were publicly traded high growth, high multiple SaaS companies having minimal capex requirements, robust growth, and predominantly recurring revenues. CTAC assessed that none of these companies is directly comparable to KORE, which has elements of both an IoT/connectivity company and a communications software company. Additionally, some of these benchmark companies have significant other lines of business in addition to those that are similar to KORE, or have businesses with a greater scale than KORE. Inseego was considered by CTAC be the most similar of the IoT/connectivity benchmark companies given its connectivity business model and focus on enterprise (rather than consumer). Twilio was considered to the most similar of the communications benchmark companies, given its go-to-market strategy and enterprise focus. KORE is regarded as unique, and CTAC management does not believe that directly comparable companies exist. Nevertheless, while no company is regarded as identical in nature to KORE, CTAC assessed that these companies share certain characteristics that are similar to those of KORE, making their trading multiples instructive data points when considering the value of KORE. In each case, CTAC’s considerations in selecting such benchmark companies and in judging the relevance of the trading multiples of each of the benchmark companies to the valuation exercise were based upon the application of the professional judgment and experience of CTAC’s management and the CTAC Board, as informed by advice from their advisors.

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Using publicly available information and information from certain data sources, CTAC management reviewed with the CTAC Board, among other things, the forecasted enterprise values of the benchmark companies as a multiple of projected total revenue and adjusted EBITDA, in each case for 2022E, as summarized below. Investors are cautioned that the below data is inherently speculative, is not predictive of any future performance of any company, and represents the views and estimates of the respective benchmark companies’ management teams and other third parties (in each case as of the time such views and estimates were made), and neither KORE nor CTAC makes any representation as to the accuracy of this information, or can provide any assurance that such information was compiled on a comparable basis among the benchmark companies, or between any benchmark company and KORE. The multiples for the selected benchmark companies are summarized in the table below:

LOGO

Source: Each Company’s respective annual and quarterly reports, IBES Estimates, CapIQ, Bloomberg. Market data as at 15-Mar-2021 (1) Represents illustrative values pro forma for this transaction. (2) Calculation and companies included may use different definitions of Adjusted EBITDA; represents net debt of latest financial statement. (3) Not meaningful due to negative EBITDA.

Based on the review of these selected benchmarks, the Deal Team concluded that at a multiple of 15.2x adjusted 2022E Adj. EBITDA, KORE would be valued at a discount to the benchmark companies.

CTAC considered financial and operating data for certain publicly traded companies, particularly companies that it identified as having various business, operating and financial characteristics that it regarded as similar to those of KORE, which are highlighted below. However, given management’s view that none of the companies identified were on the whole sufficiently similar to KORE to be regarded as directly comparable for valuation purposes, management proposed that they be used instead as “benchmarks” for evaluating certain aspects of KORE’s performance, rather than as “comparables”. The board of CTAC determined that the enterprise value (“EV”), revenue multiples (EV divided by revenue), EBITDA multiples (EV divided by EBITDA), revenue growth and EBITDA margin of each of the “benchmark” companies were the appropriate metrics to assess the proposed KORE valuation, which CTAC management deemed relevant based on its professional judgment and expertise. Through their involvement in investment activities prior to the formation of CTAC, members of the

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board and management of CTAC have substantial experience in assessing and evaluating the value of private companies and have – in line with common market practice - utilized the aforementioned metrics in numerous prior investments, finding them to be good indicators of an investment’s value, particularly when comparing different investment options. Based on this experience, and the nature of the potential investment in KORE, the board and management of CTAC concluded that such metrics were suitable and relevant to their analysis. CTAC’s management also prepared an analysis of announced and completed public acquisitions based on implied EV-to-EBITDA multiples, but ultimately this analysis was not helpful because of its inability to identify and quantify key valuation components (such as expected cost savings and synergies) that were important to these public precedent transactions.

The CTAC Board viewed the public trading multiples of total revenues and adjusted EBITDA of benchmark companies, as evaluated by the investment professionals, industry experts and others on the Deal Team, as the most relevant financial metrics to assist in the valuation of KORE. The results of this analysis (as described above) supported the CTAC Board’s determination, based on a number of factors, that the terms of the Transactions were advisable and in the best interests of CTAC and its stockholders.

CTAC calculated EV based on a diluted market capitalization of the benchmark companies as of the valuation date (March 15, 2021), plus net debt and preferred equity as reported for the most recent balance sheet date. 2022 estimated revenue and Adjusted EBITDA multiples were calculated by CTAC management based on a numerator of EV (calculated as described above) and 2022 estimated revenue and Adjusted EBITDA, as sourced from IBES Estimates. IBES Estimates represents a consensus of published equity analyst research on the identified benchmark companies.

Satisfaction of the 80% Test

It is a requirement under CTAC’s current amended and restated memorandum and articles of association that any business acquired by CTAC have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). As of March 12, 2021, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $259.2 million (excluding up to $9.1 of deferred underwriting commissions) and 80% thereof represents approximately $207.4 million. In reaching its view on the 80% asset test, the CTAC Board used as a fair market value of $1.014 billion enterprise value for KORE, which was implied based on the terms of the Transactions agreed to by the parties in negotiating the Merger Agreement.

The parties to the Merger Agreement considered factors such as KORE’s historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The CTAC Board determined that the consideration being paid in the business combination was fair to, and in the best interests of, CTAC and its shareholders and appropriately reflected KORE’s value.

The CTAC Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of KORE met the 80% requirement. Based on the fact that the $1.014 billion fair market value of KORE as described above is in excess of the threshold of approximately $207.4 million, representing 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account), the CTAC Board viewed that the fair market value of KORE as being substantially in excess of 80% of the net assets held in the trust account and that the 80% test was met.

Interests of Certain Persons in the Business Combination

•

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addition to, those of CTAC shareholder shareholders generally. In particular, if the Transactions or another business combination are not consummated by October 26, 2022, CTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the CTAC Board, dissolving and liquidating. In such event, the 818,338 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $8,126,096 based upon the closing price of $9.93 per share on the NYSE on August 9, 2021, the record date for the special meeting.

•

The Sponsor has agreed not to redeem any of the founder shares in connection with a shareholder vote to approve a proposed initial business combination.

•

Mr. Palmer and Mr. Donahue will each become a director of Pubco after the closing of the Transactions. As such, in the future they will be eligible receive compensation that the Pubco board of directors determines to pay to its non-employee directors. For additional information, see “Management of Pubco Following the Business Combination—Non-Employee Directors.”

•

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against the trust account for reimbursement. Accordingly, CTAC may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

•

Current directors and officers will continue to benefit from indemnification and the continuation of directors’ and officers’ liability insurance.

Redemption Rights

Pursuant to CTAC’s current amended and restated memorandum and articles of association, public shareholders may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the business combination proposal or vote at all. Any shareholder holding public shares as of the record date may demand that CTAC redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $10.00 per share as of August 9, 2021, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly and timely seeks redemption as described in this section and the business combination is consummated, Pubco will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

The Sponsor has agreed not to exercise redemption rights with respect to any CTAC ordinary shares owned by them in connection with the Transactions.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the business combination proposal, unless otherwise agreed to by CTAC. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

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elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, CTAC will promptly return any shares delivered by public shareholders. Additionally, if CTAC would be left with less than $5,000,001 of net tangible assets as a result of the public shareholders properly and timely demanding redemption of their shares for cash, CTAC will not be able to consummate the business combination.

The closing price of CTAC’s Class A ordinary shares on August 9, 2021, the record date for the special meeting, was $9.93 per share. The cash held in the trust account on such date was approximately $259,189,949 ($10.00 per public share). Prior to exercising redemption rights, shareholders should verify the market price of CTAC’s ordinary shares as they may receive higher proceeds from the sale of their CTAC ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. CTAC cannot assure its shareholders that they will be able to sell their ordinary shares of CTAC in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Sources and Uses for the Business Combination

Assuming no redemptions: 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⁽¹⁾		264.7
PIPE investors		225.0	Paydown of term loan		50.0

Total	$	903.2	Paydown of related party notes payable		1.6

			Cash to balance sheet		120.8
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	903.2

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

Assuming Maximum Redemptions without utilization of Backstop: 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 59% of the outstanding CTAC Class A ordinary shares subject to redemption (representing the maximum redemptions consistent with satisfying the $345,000,000 minimum cash condition if there is no freely available cash held by KORE and its subsidiaries at Closing and redemption occurs at $10.00 per share). Absent utilization of the Backstop Financing, if more than 59% of CTAC’s public shareholders duly exercise their redemption rights, and if KORE and its subsidiaries have no freely available cash at Closing, the business combination will not be consummated unless the Backstop Financing is utilized or the minimum cash condition is waived by both CTAC and KORE. As of the date of this proxy statement/prospectus, neither CTAC nor KORE intends to waive the minimum cash condition, however, both parties reserve the right to do so. The

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decision to utilize the Backstop Financing or waive the minimum cash condition, which each of CTAC and KORE is entitled to make in its sole discretion and independently of each other, will depend on a number of factors, including the total number of redemptions, and the amount of freely available cash at KORE and its subsidiaries. In the event that the Backstop Financing is utilized, or the minimum cash condition is waived by both CTAC and KORE, CTAC intends to promptly notify its shareholders by issuing a press release. However, CTAC does not intend to seek additional shareholder approval or to extend the time for the exercise of redemption rights if the Backstop Financing is utilized or the minimum cash condition is waived.


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	Payment of CTAC share redemptions		139.2
PIPE investors		225.0	Paydown of preferred equity⁽¹⁾		264.7

Total	$	903.2	Paydown of term loan		30.0

			Paydown of related party notes payable		1.6
			Cash to balance sheet		1.6
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	903.2

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

Assuming Maximum Redemptions with Backstop: The following table summarizes the estimated sources and uses for funding the Transactions (all amounts in millions) based on the scenario where (i) there have been redemptions of 100% of the outstanding CTAC Class A ordinary shares subject to redemption (assuming redemption occurs at $10.00 per share) and (ii) Backstop Financing in the form of senior unsecured convertible notes in the aggregate principal amount of up to $120 million is available to satisfy the minimum cash condition. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Backstop Financing” for key terms of the Backstop Notes.


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
			Payment of CTAC share redemptions		234.7
CTAC Sponsor Shares		73.0	Paydown of preferred equity⁽¹⁾		264.7
PIPE investors		225.0	Paydown of term loan		30.0
Backstop Notes		95.5

Total	$	998.7	Paydown of related party notes payable		1.6

			Cash to balance sheet		1.6
			Estimated fees and expenses⁽²⁾		47.1

			Total	$	998.7

(1)	Preferred equity paydown is calculated as of July 31, 2021

(2)	$11.8 million accrued and an estimated $35.3 million to incur as of March 31, 2021

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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.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Second Request within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On March 25, 2021, CTAC and KORE filed the required forms under the HSR Act with the Antitrust Division and the FTC. The initial 30-day waiting period with respect to the Transactions, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is scheduled to expire at 11:59 p.m. Eastern Time on April 26, 2021 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

Under the New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 (collectively, the “OI Act”), certain transactions may not be consummated unless information has been furnished to the Overseas Investment Office (the “OIO”) and a statutory review period has been satisfied. The Transactions are subject to these requirements and may not be completed until a 10 working day review period has been observed and a decision order has been issued by the OIO. During this period, the OIO may extend its review for an additional 30 working days, commencing on the tenth working day of the review period, with the possibility of one further 30 working day extension. The Parties intend to submit its notification on or about April 5, 2021. Neither CTAC nor KORE is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act and the issuance of a decision order under the OI Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

The Merger Agreement provides as a condition to Closing that the Treasurer of the Commonwealth of Australia (“Treasurer”) (or the Treasurer’s delegate) shall have provided a written no objection notification in respect of the Transactions, either without conditions or without imposing any conditions that are not reasonably satisfactory to the parties, or following the notification to the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), the applicable time limit on making orders and decisions has expired. However, both KORE and CTAC have determined that a filing is not required and have each agreed to waive this requirement.

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Vote Required

The approval of the business combination proposal will require 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. Additionally, the business combination will not be consummated if CTAC has less than $5,000,001 of net tangible assets after taking into account the public shareholders that properly and timely demanded that CTAC redeem their public shares for their pro rata share of the trust account.

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. It is important for you to note that in the event that any of the business combination proposal, the Cayman merger proposal, the incentive plan proposal or the NYSE proposal does not receive the requisite vote for approval, we will not consummate the Transactions.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that (i) Cerberus Telecom Acquisition Corp.’s entry into and adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 12, 2021, as amended on July 27, 2021, by and among Cerberus Telecom Acquisition Corp, King Pubco, Inc., King Corp Merger Sub, Inc., King LLC Merger Sub, LLC and Maple Holdings Inc., a copy of which is attached to this proxy statement/prospectus as Annex A, and (ii) any and all transactions and agreements contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus, be approved, ratified and confirmed in all respects.”

Recommendation of the CTAC Board

THE CTAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

THE CTAC SHAREHOLDERS VOTE ”FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL NO. 2—THE CAYMAN MERGER PROPOSAL

CTAC’s shareholders are being asked to approve a proposal with respect to 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 on the day immediately prior to the Closing.

General

As part of the Transactions, the CTAC Board has unanimously approved the Pubco Merger by causing CTAC to merge with and into LLC Merger Sub, a Delaware limited liability company. In accordance with the Pubco Plan of Merger (attached hereto as Annex I), to effect the Pubco Merger, CTAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and CTAC shareholders will become shareholders of Pubco, a Delaware corporation.

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 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.

The Cayman merger proposal, if approved, will cause shareholders of CTAC, a Cayman Islands exempted company, to become shareholders of Pubco, a Delaware corporation. CTAC is currently governed by the Cayman Islands Companies Act, while Pubco is governed by the DGCL. Additionally, we note that if the Cayman merger proposal is approved, then the amended and restated certificate of incorporation of Pubco and New Pubco Bylaws will govern the rights of shareholders, effectively replacing CTAC’s current memorandum and articles of association under the Cayman Islands Companies Act. The governing documents of Pubco will differ in certain material respects from the Cayman governing documents of CTAC and we encourage shareholders to carefully consult the information set out below under the section entitled “Proposal No. 1—The Business Combination Proposal—Governance of Pubco Post-Closing” and “Proposal No. 1—The Business Combination Proposal—Comparison of Shareholder Rights under Applicable Corporate Law Before and After Transactions.”

Reasons for the Pubco Merger

The CTAC Board believes that reincorporation in Delaware may provide additional benefits. As explained in more detail below, these reasons can be summarized as follows:

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Prominence, Predictability, and Flexibility of Delaware Law. For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

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Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to KORE, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for KORE’s stockholders from possible abuses by directors and officers.

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Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. Pubco’s incorporation in Delaware may make Pubco more attractive to future candidates for our board of directors, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws—especially those relating to director indemnification (as discussed below)—draw such qualified candidates to Delaware corporations. Our board of directors therefore believes that providing the benefits afforded directors by Delaware law will enable Pubco to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.

Expected Accounting Treatment of the Pubco Merger

The business combination will be accounted for as a Reverse Recapitalization for which KORE has been determined to be the accounting acquirer. As the business combination will be accounted for as a Reverse Recapitalization, no goodwill or other intangible assets will be recorded, in accordance with GAAP. Under this method of accounting, CTAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization will be treated as the equivalent of KORE issuing stock for the net assets of CTAC, accompanied by a recapitalization. The net assets of CTAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of KORE.

Required Vote

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Plan of Merger be authorised, approved and confirmed in all respects, that Cerberus Telecom Acquisition Corp. be and is hereby authorised to enter into the Plan of Merger, and that the merger of Cerberus Telecom Acquisition Corp. with and into King LLC Merger Sub, LLC, with

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King LLC Merger Sub, LLC surviving the merger as a wholly owned subsidiary of King Pubco, Inc. be authorised, approved and confirmed in all respects.”

Recommendation

THE CTAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

THE CTAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE CAYMAN MERGER PROPOSAL.

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PROPOSAL NO. 3—ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS—APPROVAL OF CERTAIN CHANGES IN CONNECTION WITH THE PUBCO ORGANIZATIONAL DOCUMENTS

Overview

CTAC is asking its shareholders to authorize, on non-binding basis, certain material changes in connection with the adoption of Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws, as compared to KORE’s amended and restated certificate of incorporation and KORE’s amended and restated bylaws, as part of the Transactions (copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively), including (a) providing that Pubco’s board of directors will be a classified board of directors with staggered, three-year terms, (b) eliminating the ability for any action required or permitted to be taken by the stockholders to be effected by written consent, other than with respect to holders of the preferred stock, who are permitted to take actions by written consent, (c) increasing the required stockholder vote threshold to amend the bylaws and (d) providing 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.

Assuming the business combination proposal, the Cayman merger proposal, the incentive plan proposal and the NYSE proposal are approved, CTAC’s shareholders are also being asked to approve the advisory organizational documents proposals, which is, in the judgment of CTAC’s Board, necessary to adequately address the needs of Pubco after the Transactions.

Advisory Organizational Documents Proposal No. 3(A)

KORE’s existing amended and restated bylaws provide that KORE’s board of directors consist of one class of directors only, whose term continues to the next annual meeting of stockholders. Contrastingly, Pubco’s amended and restated certificate of incorporation will provide that Pubco’s board of directors will be a classified board with staggered, three-year terms.

Advisory Organizational Documents Proposal No. 3(B)

KORE’s existing amended and restated bylaws allows any action required to be taken at any annual or special meeting of stockholders of KORE, or any action which may be taken at any annual or special meeting of such stockholders, to be taken without a meeting, without prior notice and without a vote, via written consent of not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present. Contrastingly, Pubco’s amended and restated certificate of incorporation provides that any action required or permitted to be taken by the stockholders of Pubco must be effected at an annual or special meeting of the stockholders of Pubco, and shall not be taken by written consent in lieu of a meeting, except in the instance of preferred stockholders who may be permitted to take action via written consent.

Advisory Organizational Documents Proposal No. 3(C)

KORE’s existing amended and restated bylaws provides that bylaws may only be adopted, amended, altered or repealed with the approval of a majority of KORE’s board of directors or by the holders of the majority of shares present in person or represented by proxy at a stockholder meeting and entitled to vote thereon. Contrastingly, the New Pubco Bylaws provide that bylaws may only be adopted, amended, altered or repealed with the approval of the majority of Pubco’s board of directors present at a board meeting or by the holders of at least two-thirds of the voting power of all the then-outstanding shares of voting stock of Pubco.

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Advisory Organizational Documents Proposal No. 3(D)

KORE’s existing amended and restated certificate of incorporation does not contain an exclusive forum provision. Contrastingly, Pubco’s amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action, suit or proceeding brought on behalf of Pubco, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of Pubco’s directors, officers or stockholders to Pubco or its stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or Pubco’s amended and restated certificate of incorporation or the New Pubco Bylaws, (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action, suit or proceeding asserting a claim against Pubco or any current or former director, officer or stockholder governed by the internal affairs doctrine will have to be brought in the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery declines or does not have jurisdiction, the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) and any appellate court thereof. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the action as agent for such stockholder. The foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

As required by SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, Pubco is requesting that its stockholders vote upon, on a non-binding advisory basis, the advisory organizational documents proposals, which are separately being presented in accordance with SEC guidance and which will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Delaware law or Cayman Islands law. The stockholder vote regarding each of the advisory organizational documents proposals is an advisory vote, and is not binding on Pubco or its board of directors. Furthermore, the business combination is not conditioned on the separate approval of the advisory organizational documents proposals. Accordingly, regardless of the outcome of the non-binding advisory vote on the advisory organizational documents proposals, Pubco intends that Pubco’s amended and restated certificate of incorporation the New Pubco Bylaws will take effect upon the Closing.

Reasons for the Advisory Organizational Documents Proposals

Advisory Organizational Documents Proposal No. 3(A) — Classified Board

The CTAC Board believes that a staggered board increases board continuity and stability and encourages directors to focus on the long-term productivity of a company. Additionally, classified boards provide additional protections against unwanted, and potentially unfair and abusive, takeover attempts and proxy contests, as they make it more difficult for a substantial stockholder to gain control of a board of directors without the cooperation or approval of incumbent directors. Pursuant to Pubco’s amended and restated certificate of incorporation, the classified board structure shall terminate automatically on the seventh anniversary of the Closing.

Advisory Organizational Documents Proposal No. 3(B) — Written Consent

The CTAC Board believes that limiting the ability of stockholders other than holders of preferred stock to act by written consent is appropriate to protect Pubco from unwarranted attempts to gain corporate control as it enters into its post-business combination phase. Prohibiting stockholders from taking action by written consent can limit unwarranted attempts to gain control by restricting stockholders from approving proposals unless such

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proposals are properly presented at a stockholder meeting called and held in accordance with the Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws.

Advisory Organizational Documents Proposal No. 3(C) — Amendments

The CTAC Board believes that supermajority stockholder voting requirement with respect to the amendment of the New Pubco Bylaws is appropriate to protect all stockholders of Pubco against the potential self-interested actions by one or a few large stockholders after the business combination. In reaching this conclusion, the CTAC Board is cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of shares of Pubco Common Stock following the business combination.

Advisory Organizational Documents Proposal No. 3(D) — Exclusive Forum

The CTAC Board believes that establishing an exclusive forum for Pubco will assist Pubco in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise, and should promote efficiency and cost-savings in the resolutions of such claims. The CTAC Board believes that the Delaware courts are best suited to address disputes involving such matters given that Pubco is incorporated in Delaware, Delaware law generally applies to such matters, and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes to accelerate the timeline of legal decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and Pubco with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions.

In addition, this provision is intended to promote judicial fairness and avoid conflicting results, as well as make Pubco’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery. At the same time, the CTAC Board believes that Pubco should retain the ability to consent to an alternative forum on a case-by-case basis where Pubco determines that its interests and those of its stockholders are best served by permitting such a dispute to proceed in a forum other than in Delaware.

Vote Required for Approval

The non-binding approval of each of the advisory organizational documents proposals will require 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. Adoption of the advisory organizational documents proposals is not conditioned upon the adoption of any of the other proposals. Accordingly, if a valid quorum is established, a CTAC shareholder’s failure to vote by proxy or to vote at the special meeting, abstentions and broker non-votes with regard to the advisory organizational documents proposals will have no effect on such proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special non-binding resolution, that the provision of the Amended and Restated Certificate of Incorporation of King Pubco, Inc. providing that King Pubco, Inc.’s board of directors will be a classified board with staggered, three-year terms be approved on a non-binding basis in an advisory vote.

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RESOLVED, as a special non-binding resolution, that the provision of the Amended and Restated Certificate of Incorporation of King Pubco, Inc. providing that any action required or permitted to be taken by the common stockholders of King Pubco, Inc. must be effected at an annual or special meeting of the stockholders of King Pubco, Inc. and shall not be taken by written consent in lieu of a meeting be approved on a non-binding basis in an advisory vote.

RESOLVED, as a special non-binding resolution, that the provision of the Amended and Restated Bylaws of King Pubco, Inc. providing that bylaws may only be adopted, amended, altered or repealed with the approval of the majority of King Pubco, Inc.’s board of directors present at a board meeting or by the holders of at least two-thirds of the voting power of all the then-outstanding shares of voting stock of King Pubco, Inc. be approved on a non-binding basis in an advisory vote.

RESOLVED, as a special non-binding resolution, that the provision of the Amended and Restated Certificate of Incorporation of King Pubco, Inc. providing 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 be approved on a non-binding basis in an advisory vote.”

Recommendation of the CTAC Board

CTAC’S BOARD OF DIRECTORS RECOMMENDS THAT CTAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

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PROPOSAL NO. 4—THE INCENTIVE PLAN PROPOSAL

General

CTAC is asking its shareholders to approve the Pubco 2021 Incentive Award Plan (the “Incentive Plan”) and the material terms thereunder. CTAC’s Board expects to adopt the Incentive Plan, prior to the CTAC special meeting, subject to stockholder approval at the special meeting. If approved, the Incentive Plan will become effective as of the Closing Date.

The Incentive Plan is described in more detail below. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex G.

The Incentive Plan

The purpose of the Incentive Plan is to enhance Pubco’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to KORE Group Holdings, Inc. by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The CTAC Board believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified employees who help Pubco meet its goals.

Description of the Material Features of the Incentive Plan

This section summarizes certain principal features of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan.

Shares Available Under the Incentive Plan

Subject to adjustment as provided in the Incentive Plan, the number of shares of Pubco Common Stock that may be issued or transferred (1) upon the exercise of stock options, including ISOs or SARs, (2) in payment of restricted stock and released from substantial risks of forfeiture thereof, (3) in payment of RSUs, (4) in payment of performance awards that have been earned, or (5) as Other Stock Based Awards, will not exceed representing 10% of the Pubco Common Stock outstanding as of the Closing, plus the number of shares that again, become available for issuance under the Incentive Plan in accordance with the terms of the Incentive Plan in accordance with the recycling provisions of the Incentive Plan as described in the paragraph below (“Share Reserve”). Unless the Compensation Committee acts, prior to the first day of a given fiscal year, to provide otherwise, the Share Reserve will be increased each fiscal year during the term of the Incentive Plan commencing with the 2022 fiscal year by the lesser of (x) 5% of the Share Reserve outstanding on the last day of the immediately preceding fiscal year and (y) such fewer number of Pubco Common Stock as determined by the Compensation Committee.

If any shares of Pubco Common Stock covered by any awards granted under the Incentive Plan are forfeited, cancelled or exchanged or if an award terminates or expires without a distribution of shares of Pubco Common Stock to the participant, those shares will again be available for awards under the Incentive Plan. If two awards are granted together in tandem, the shares underlying any portion of the tandem award which is not exercised or otherwise settled in shares will again be available for awards under the Incentive Plan. Any shares of Pubco Common Stock covered by an award that is settled in cash will again be available for awards under the Incentive Plan. In addition, if a participant elects to give up the right to receive cash compensation in exchange for shares of Pubco Common Stock based on fair market value, the shares will not count against the aggregate limit described above. Notwithstanding the foregoing, any shares that (1) are tendered to or withheld by the company to satisfy payment or applicable tax withholding requirements in connection with the vesting or delivery of an award, (2) are withheld by the company upon exercise of a stock option pursuant to a “net exercise” arrangement, or (3) underlie a SAR that is settled in shares, will not again be available for awards

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under the Incentive Plan. In addition, shares that are purchased by the company in the open market pursuant to any repurchase plan or program, whether using stock option proceeds or otherwise, will not be made available for grants of awards under the Incentive Plan, nor will such number of purchased shares be added to the limit on the number of shares available for issuance under the Incentive Plan.

In the event that an entity acquired by us or with which we combine has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition, merger or other combination, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards under the Incentive Plan made after such acquisition or merger; provided, however, that awards using such acquired available shares may not be made after the deadline for new awards or grants under the terms of the acquired company’s equity incentive plan, and may only be made to individuals who were not employees or directors of Pubco or any of its subsidiaries prior to such acquisition, merger or other combination.

Subject to adjustment as provided in the Incentive Plan, the aggregate number of shares of Pubco Common Stock for which ISOs may be granted will not exceed of the Share Reserve. Further, no non-employee member of the Pubco’s board of directors will be paid compensation (including awards under the Incentive Plan, determined based on the fair market value of such awards as of the grant date, as well as any retainer fees, but excluding any amounts paid in respect of a director’s first year of service, and excluding any special committee fees) totaling more than $750,000 in respect of any single fiscal year.

No Repricing

Eligibility

Any employee of, or consultant to, Pubco or any of its subsidiaries (including any prospective employee) and non-employee directors of Pubco’s board of directors or the board of directors of any of its subsidiaries may be selected to participate in the Incentive Plan. The compensation committee, as designated by Pubco’s board of directors in accordance with the Incentive Plan (the “Compensation Committee”), determines which persons will receive awards and the number of shares of Pubco Common Stock subject to such awards.

Administration

The Incentive Plan will be administered by the Compensation Committee. The Compensation Committee must be composed of at least two directors, each of whom is required to be a “non-employee director” (within the meaning of Rule 16b-3). In the absence of such a designated committee, Pubco’s board of directors serves as the Compensation Committee. The Compensation Committee is authorized to interpret the Incentive Plan and related agreements and other documents.

Types of Awards Under the Incentive Plan

The Incentive Plan authorizes Pubco’s board of directors to provide equity-based compensation in the form of (1) stock options, including ISOs entitling the participant to favorable tax treatment under Section 422 the Code, (2) SARs, (3) restricted stock, (4) RSUs, (5) performance awards and (6) Other Stock-Based Awards.

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Dividends

No dividends or dividend equivalents will be paid on any award made under the Incentive Plan prior to the vesting of such award. In the sole discretion of the Compensation Committee, a restricted stock award, RSU award, performance award, or an Other Stock-Based Award may provide the participant with dividends or dividend equivalents, payable in cash, shares of Pubco Common Stock, other securities, or other property on a deferred basis; provided that such dividends or dividend equivalents will be subject to the same vesting conditions as the award to which such dividends or dividend equivalents relate.

Amendments

Pubco’s board of directors may amend, alter, suspend, discontinue, or terminate the Incentive Plan without further approval by Pubco stockholders, except where (i) the amendment would materially increase the benefits accruing to participants under the Incentive Plan, (ii) the amendment would materially increase the number of securities which may be issued under the Incentive Plan, (iii) the amendment would materially modify the requirements for participation in the Incentive Plan, (iv) the amendment would increase the Non-Employee Director Compensation Limit or (v) stockholder approval is required by applicable law or the applicable exchange rules and regulations. If any amendment, alteration, suspension, discontinuance, or termination of the Incentive Plan would impair the rights of any participant, holder, or beneficiary of a previously granted award, the amendment, alteration, suspension, discontinuance, or termination will not be effective with respect to such person without the written consent of the affected participant, holder, or beneficiary.

Detrimental Activity and Clawback

The Compensation Committee may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions as may be determined by the Compensation Committee from time to time, if a participant, during his or her employment or other service with Pubco or a subsidiary thereof engages in activity detrimental to Pubco, whether discovered before or after the employment or service period. In addition, the Compensation Committee may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to Pubco of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act, as amended, or any applicable rules or regulations of the SEC or any national securities exchange or national securities association on which Pubco Common Stock may be traded.

Transferability

Each award under the Incentive Plan, and each right under any award, will be exercisable during the participant’s lifetime only by the participant or by the participant’s guardian or legal representative. No award may be transferred except by will or by the laws of descent and distribution, except that the Compensation Committee may in the applicable award agreement or in an amendment to the award agreement provide that certain vested stock option awards may be transferred by the participant without consideration to certain family members, to certain trusts, or to specified types of partnerships, corporations, or limited liability companies on notice to and consent of the Compensation Committee. The participant remains liable for any withholding taxes required to be withheld upon the exercise of such stock option by the permitted transferee.

Adjustments

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enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, then the Compensation Committee is authorized to equitably adjust any or all of (i) the number of shares of Pubco Common Stock or other securities (or number and kind of other securities or property) with respect to which awards may be granted, including any appropriate adjustments to the individual limitations applicable to awards set forth in the Incentive Plan, (ii) the number of shares of Pubco Common Stock or other securities (or number and kind of other securities or property) subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the case of stock options and SARs will equal the excess, if any, of the fair market value of the share subject to each such stock option or SAR over the per share exercise price or grant price of such stock option or SAR.

The Compensation Committee is also authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in the previous paragraph) affecting Pubco, any of its subsidiaries, its financial statements or those of any of its subsidiaries, or of changes in applicable laws, regulations, or accounting principles, whenever the Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan.

Withholding Taxes

To the extent that Pubco is required to withhold federal, state, local, or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the Incentive Plan, and subject to Section 409A of the Code, Pubco has the right to withhold from any award or from any compensation or other amount owing to a participant the amount (in cash, shares of Pubco Common Stock, other securities, other awards under the Incentive Plan or other property) of applicable withholding taxes and to take other action as may be necessary to satisfy all obligations for payment of such taxes. Subject to the foregoing, and contingent upon Pubco’s consent, a participant may satisfy the withholding liability by delivering shares of Pubco Common Stock owned by the participant (which are not subject to any pledge or other security interest and which have been held by the participant for at least six months) with a fair market value equal to the withholding liability or have Pubco withhold from the shares of Pubco Common Stock otherwise deliverable pursuant to an award, a number of shares of Pubco Common Stock equal to the withholding liability, or by such other methods as may be approved by the Compensation Committee, including through a “broker-assisted” cashless exercise.

Compliance with Section 409A of the Internal Revenue Code

Termination

New Plan Benefits

Because awards to be granted in the future under the Incentive Plan are at the discretion of the Compensation Committee, it is not possible to determine the exact benefits or amounts to be received under the Incentive Plan. All of the executive officers and directors of Pubco will be eligible to participate in the Incentive Plan and thus have a personal interest in the approval of the Incentive Plan.

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Vote Required for Approval

The approval of the incentive plan proposal will require 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. Abstentions and broker non-votes will have no effect on the outcome of the incentive plan proposal. The incentive plan proposal is conditioned on the approval and adoption of each of the business combination proposal, the Cayman merger proposal and the NYSE proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the King Pubco, Inc. 2021 Incentive Award Plan be authorised, approved and confirmed in all respects, that King Pubco, Inc. be and is hereby authorised to adopt the King Pubco, Inc 2021 Incentive Award Plan.”

Recommendation of the CTAC Board

THE CTAC BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 5 —THE NYSE PROPOSAL

General

CTAC is asking its shareholders to approve a proposal in accordance with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, to issue shares of Pubco Common Stock and securities convertible into or exchangeable for Pubco Common Stock in connection with the business combination and the PIPE Investment.

Reasons for the NYSE Proposal

We are seeking CTAC shareholder approval in accordance with various parts of Rule 312.03 of the NYSE Listed Company Manual. Under Rule 312.03(c), shareholder approval is required of NYSE listed companies prior to the issuance by such companies of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Additionally, under Rule 312.03(d), shareholder approval is required prior to an issuance that will result in a change of control of the issuer.

The aggregate number of shares of Pubco Common Stock issuable pursuant to the (i) Merger Agreement, and (ii) PIPE Investment will, taken together, have voting power in excess of 20% of the voting power of Pubco outstanding prior to such issuances and will be in excess of 20% of the number of shares of Pubco Common Stock outstanding prior to such issuances. In addition, such issuances will result in a change of control of Pubco.

Under Rule 312.03(b), shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to (i) a director, officer or substantial security holder of the issuer (each a “Related Party”), (ii) a subsidiary, affiliate or other closely-related person of a Related Party or (iii) any company or entity in which a Related Party has a substantial direct or indirect interest if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance.

The issuances of shares of Pubco Common Stock pursuant to the Incentive Plan will exceed 1% of the number of shares of Pubco Common Stock and 1% of the voting power of Pubco outstanding before the issuances.

Vote Required for Approval

The approval of the NYSE proposal will require 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. Abstentions and broker non-votes will have no effect on the outcome of the NYSE proposal. The NYSE proposal is conditioned on the approval and adoption of each of the business combination proposal, the Cayman merger proposal and the inventive plan proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that in accordance with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of common stock of King Pubco, Inc. and securities

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convertible into or exchangeable for common stock of King Pubco, Inc. in connection with the business combination described in this proxy statement/prospectus, and in connection with the Pubco common stock issued pursuant to the related PIPE investment be approved.”

Recommendation of the CTAC Board

CTAC’S BOARD OF DIRECTORS RECOMMENDS THAT CTAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NYSE PROPOSAL.

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PROPOSAL NO. 6—THE ADJOURNMENT PROPOSAL

The adjournment proposal allows the CTAC Board to submit 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.

In no event will CTAC solicit proxies to adjourn the special meeting or consummate the business combination beyond the date by which it may properly do so under its amended and restated memorandum and articles of association and the Companies Act. The purpose of the adjournment proposal is to provide more time for the Sponsor, CTAC and/or their respective affiliates to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on such proposal and to meet the requirements that are necessary to consummate the business combination. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Consequences if the Adjournment Proposal is Not Approved

If an adjournment proposal is presented at the special meeting and is not approved by the shareholders, the CTAC Board may not be able to adjourn the special meeting to a later date. In such event, the business combination would not be completed.

Required Vote

The approval of the adjournment proposal will require 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. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals. Accordingly, if a valid quorum is established, a CTAC shareholder’s failure to vote by proxy or to vote at the special meeting, abstentions and broker non-votes with regard to the adjournment proposal will have no effect on such proposal.

Recommendation of the CTAC Board

THE CTAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

CTAC SHAREHOLDERS VOTE ”FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations (i) for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) of CTAC Class A ordinary shares and CTAC warrants (each, a “CTAC Security”) of the Pubco Merger and (ii) for Holders of CTAC Class A ordinary shares that elect to have the Pubco Common Stock they receive in connection with the Pubco Merger redeemed for cash if the business combination is completed. This section applies only to Holders that hold their CTAC Securities as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a CTAC unit generally are separable at the option of the Holder, the Holder of a CTAC unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying CTAC Class A ordinary share and CTAC warrant components of the CTAC unit. Accordingly, the separation of a CTAC unit into the CTAC Class A ordinary share and the one-third of one CTAC warrant underlying the CTAC unit generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of CTAC Securities are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Pubco Merger and the business combination (including any redemption of the Pubco Common Stock) with respect to any CTAC Class A ordinary shares and CTAC warrants held through CTAC units (including alternative characterizations of CTAC units).

This discussion is limited to U.S. federal income tax considerations and does not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the “Medicare” tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

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financial institutions or financial services entities;

•

broker-dealers;

•

taxpayers that are subject to the mark-to-market accounting rules with respect to the CTAC Securities;

•

tax-exempt entities;

•

pension plans;

•

individual retirement or other tax-deferred accounts;

•

governments or agencies or instrumentalities thereof;

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insurance companies;

•

regulated investment companies or real estate investment trusts;

•

entities or arrangements treated as partnerships for U.S. federal income tax purposes;

•

U.S. expatriates or former long-term residents of the United States;

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persons that actually or constructively own 5% or more (by vote or value) of CTAC Class A ordinary shares (except as specifically provided below);

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the Sponsor or its affiliates, officers or directors;

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persons that acquired their CTAC Securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

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persons that hold their CTAC Securities as part of a straddle, constructive sale, hedging, wash sale, conversion or other integrated or similar transaction;

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•

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

•

“specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds CTAC Securities, the tax treatment of such partnership and a person treated as a partner of such partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding any CTAC Securities and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Pubco Merger and the exercise of redemption rights with respect to their CTAC Class A ordinary shares.

This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.

We have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE PUBCO MERGER AND EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO THE CTAC CLASS A ORDINARY SHARES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE PUBCO MERGER AND THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of a CTAC Security who or that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

•

a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

Tax Effects of the Pubco Merger to U.S. Holders

Generally

The U.S. federal income tax consequences of the Pubco Merger will depend primarily upon whether the Pubco Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code.

Under Section 368(a)(1)(F) of the Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). Pursuant to the Pubco Merger,

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CTAC will merge with and into LLC Merger Sub, a wholly owned disregarded subsidiary of Pubco, with LLC Merger Sub surviving the merger, as a result of which (i) each CTAC Class A ordinary share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive a share of Pubco Common Stock, (ii) each CTAC Class B ordinary share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive a share of Pubco Common Stock and (iii) each outstanding CTAC warrant will become a Pubco warrant.

CTAC intends for the Pubco Merger to qualify as an F Reorganization. Milbank LLP has delivered an opinion that the Pubco Merger will qualify as an F Reorganization. Such opinion is filed by amendment as Exhibit 5.2 to the registration statement of which this proxy statement/prospectus forms a part and is based on customary assumptions, representations and covenants. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected and the tax consequences of the Pubco Merger could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge. CTAC has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Pubco Merger. Accordingly, each U.S. Holder of CTAC Securities is urged to consult its tax advisor with respect to the particular tax consequence of the Pubco Merger to such U.S. Holder.

Assuming the Pubco Merger qualifies as an F Reorganization, U.S. Holders of CTAC Securities generally should not recognize gain or loss for U.S. federal income tax purposes on the Pubco Merger, except as provided below under the sections entitled “—Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares” and “—PFIC Considerations,” and the Pubco Merger should be treated for U.S. federal income tax purposes as if CTAC (i) transferred all of its assets and liabilities to Pubco in exchange for all of the outstanding common stock and warrants of Pubco; and (ii) then distributed the common stock and warrants of Pubco to the holders of securities of CTAC in liquidation of CTAC. The taxable year of CTAC will be deemed to end on the date of the Pubco Merger.

Subject to the discussion below under the section entitled “—PFIC Considerations,” if the Pubco Merger fails to qualify as an F Reorganization, a U.S. Holder of CTAC Securities generally would recognize gain or loss with respect to its CTAC Securities in an amount equal to the difference, if any, between the fair market value of the corresponding common stock and warrants of Pubco received in the Pubco Merger and the U.S. Holder’s adjusted tax basis in its CTAC Securities surrendered.

Because the Pubco Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to CTAC Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Pubco Merger. All U.S. Holders considering exercising redemption rights with respect to CTAC Class A ordinary shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Pubco Merger and exercise of redemption rights.

Following the Pubco Merger, a U.S. Holder generally would be required to include in gross income as U.S. source dividend income the amount of any distribution of cash or other property paid on the Pubco Common Stock to the extent the distribution is paid out of Pubco’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). U.S. Holders are urged to consult with their tax advisors regarding this and any other tax considerations of owning stock and warrants of a U.S. corporation, i.e., Pubco, rather than a non-U.S. corporation following the Pubco Merger.

Basis and Holding Period Considerations

Assuming the Pubco Merger qualifies as an F Reorganization, subject to the discussion below under the section entitled “—PFIC Considerations,” (i) the tax basis of a share of Pubco Common Stock or Pubco warrant

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received by a U.S. Holder in the Pubco Merger will equal the U.S. Holder’s tax basis in the CTAC Class A ordinary share or CTAC warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of Pubco Common Stock or a Pubco warrant received by a U.S. Holder will include such U.S. Holder’s holding period for the CTAC Class A ordinary share or CTAC warrant surrendered in exchange therefor.

If the Pubco Merger fails to qualify as an F Reorganization, the U.S. Holder’s basis in the common stock and warrants of Pubco would be equal to the fair market value of such common stock and warrants of Pubco on the date of the Pubco Merger, and such U.S. Holder’s holding period for such common stock and warrants of Pubco would begin on the day following the date of the Pubco Merger. Shareholders who hold different blocks of CTAC Securities (generally, CTAC Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of CTAC Securities.

Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “—PFIC Considerations,” Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Pubco Merger. Because the Pubco Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to their CTAC Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the PFIC rules, as discussed below under the section entitled “—PFIC Considerations,” as a result of the Pubco Merger.

U.S. Holders Who Own 10 Percent or More (By Vote or Value) of CTAC Stock

Subject to the discussion below under the section entitled “—PFIC Considerations,” a U.S. Holder who beneficially 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 (a “10% U.S. Shareholder”) on the date of the Pubco Merger must include in income as a dividend deemed paid by CTAC the “all earnings and profits amount” attributable to the CTAC Class A ordinary shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code. A U.S. Holder’s ownership of CTAC warrants will be taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its CTAC Class A ordinary shares is the net positive earnings and profits of CTAC (as determined under Treasury Regulations under Section 367 of the Code) attributable to such CTAC Class A ordinary shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such CTAC Class A ordinary shares. Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

CTAC does not expect to have significant, if any, cumulative net earnings and profits on the date of the Pubco Merger. If CTAC’s cumulative net earnings and profits through the date of the Pubco Merger is less than or equal

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to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its CTAC Class A ordinary shares. However, the determination of earnings and profits is a complex determination and may be impacted by numerous factors. It is possible that the amount of CTAC’s cumulative net earnings and profits could be positive through the date of the Pubco Merger, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend deemed paid by CTAC under Treasury Regulations under Section 367 as a result of the Pubco Merger.

U.S. Holders Who Own Less Than 10% (By Vote and Value) of CTAC Stock

Subject to the discussion below under the section entitled “—PFIC Considerations,” 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, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its CTAC Class A ordinary shares in the Pubco Merger or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder’s CTAC Class A ordinary shares as described below.

Subject to the discussion below under the section entitled “—PFIC Considerations,” unless such a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to its CTAC Class A ordinary shares in an amount equal to the excess of the fair market value of the Pubco Common Stock received in the Pubco Merger over the U.S. Holder’s adjusted tax basis in the CTAC Class A ordinary shares deemed surrendered in exchange therefor. Subject to the discussion below under the caption heading “—PFIC Considerations,” such gain should be capital gain, and should be long-term capital gain if the U.S. Holder has held the CTAC Class A ordinary shares for longer than one year. Long-term capital gains of non-corporate taxpayers generally are subject to tax at preferential rates under current law. U.S. Holders who hold different blocks of CTAC Class A ordinary shares (generally, CTAC Class A ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend paid by CTAC the “all earnings and profits amount” attributable to its CTAC Class A ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

a statement that the Pubco Merger is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

ii.

a complete description of the Pubco Merger;

iii.

a description of any stock, securities or other consideration transferred or received in the Pubco Merger;

iv.

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from CTAC establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s CTAC Class A ordinary shares and (B) a representation that the U.S. Holder has notified CTAC (or Pubco) that the U.S. Holder is making the election; and

vi.

certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year including the Pubco Merger, and the U.S. Holder must send notice of

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making the election to CTAC or Pubco no later than the date such tax return is filed. In connection with this election, CTAC may in its discretion provide each U.S. Holder eligible to make such an election with information regarding CTAC’s earnings and profits upon written request but there can be no assurance in this regard.

CTAC does not expect to have significant, if any, cumulative earnings and profits through the date of the Pubco Merger and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that CTAC had positive earnings and profits through the date of the Pubco Merger, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its CTAC Class A ordinary shares, and thus could be required to include that amount in income as a deemed dividend deemed paid by CTAC under applicable Treasury Regulations as a result of the Pubco Merger.

EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS CTAC CLASS A ORDINARY SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

A U.S. Holder who is not a 10% U.S. Shareholder and whose CTAC Class A ordinary shares have an aggregate fair market value of less than $50,000 on the date of the Pubco Merger generally should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Pubco Merger. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “—PFIC Considerations.”

Tax Consequences for U.S. Holders of CTAC warrants

Assuming the Pubco Merger qualifies as an F Reorganization, subject to the considerations described under the section entitled “—Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares—U.S. Holders Who Own 10 Percent or More (By Vote or Value) of CTAC Stock” above relating to a U.S. Holder’s ownership of CTAC warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Code, and the considerations described below under the section entitled “—PFIC Considerations” relating to the PFIC rules, a U.S. Holder of CTAC warrants generally should not be subject to U.S. federal income tax with respect to the exchange of its CTAC warrants for Pubco warrants in the Pubco Merger.

Following the Pubco Merger, holders of Pubco warrants will hold warrants to acquire Pubco Common Stock. The terms of each Pubco warrant will provide for an adjustment to the number of shares of Pubco Common Stock for which the Pubco warrant may be exercised or to the exercise price of the Pubco warrant in certain events. An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a U.S. Holder of Pubco warrants may be treated as receiving a constructive distribution from Pubco if, for example, the adjustment increases the holder’s proportionate interest in Pubco’s assets or earnings and profits (e.g., through an increase in the number of shares of Pubco Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the warrants), including as a result of a distribution of cash or other property to the holders of shares of Pubco Common Stock which is taxable as a distribution to the holders of such shares. Any constructive distribution received by a U.S. Holder of Pubco warrants would be subject to tax in the same manner as if such U.S. Holder received a cash distribution from Pubco equal to the fair market value of such increased interest. Generally, a U.S. Holder’s adjusted tax basis in its warrant would be increased to the extent any such constructive distribution is treated as a dividend for tax purposes.

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

Regardless of whether the Pubco Merger qualifies as an F Reorganization (and, if the Pubco Merger qualifies as an F Reorganization, in addition to the discussion under the section entitled “—Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares” above), the Pubco Merger could be a taxable event to U.S. Holders under the PFIC provisions of the Code if CTAC is considered a PFIC.

Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years.

PFIC Status of CTAC

Based upon the composition of its income and assets, and upon a review of its financial statements, CTAC believes that it likely will not be eligible for the startup exception and therefore likely has been a PFIC since its first taxable year and will likely be considered a PFIC for the taxable year which ends as a result of the Pubco Merger.

Effects of PFIC Rules on the Pubco Merger

Even if the Pubco Merger qualifies as an F Reorganization, 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 have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of CTAC Class A ordinary shares and CTAC warrants as a result of the Pubco Merger if:

•

CTAC were classified as a PFIC at any time during such U.S. Holder’s holding period in such CTAC Class A ordinary shares or CTAC warrants; and

•

the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such CTAC Class A ordinary shares or in which CTAC was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM Election (as defined below) with respect to such CTAC Class A ordinary shares. Currently, applicable Treasury Regulations provide that neither a QEF Election nor an MTM Election can be made with respect to warrants.

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The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of CTAC. Under these rules:

•

the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s CTAC Class A ordinary shares or CTAC warrants;

•

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which CTAC was a PFIC, will be taxed as ordinary income;

•

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S. Holder.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by CTAC, the gain realized on the transfer is taxable as an excess distribution under these rules, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under these rules is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “—Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares.”

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 or how any such final Treasury Regulations would apply or whether the IRS would assert that Section 1291(f) of the Code is self-executing notwithstanding the absence of final or temporary Treasury Regulations. Therefore, U.S. Holders of CTAC Class A ordinary shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Pubco Merger with respect to their CTAC Class A ordinary shares and CTAC warrants under the PFIC rules in the manner set forth above. A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election with respect to its CTAC Class A ordinary shares is referred to herein as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to herein as a “Non-Electing Shareholder.”

The application of the PFIC rules to U.S. Holders of CTAC warrants is unclear. A proposed Treasury Regulation issued under the PFIC rules generally treats an “option” (which would include a CTAC warrant) to acquire the stock of a PFIC as stock of the PFIC, while a final Treasury Regulation issued under the PFIC rules provides that the QEF Election does not apply to options and no MTM Election (as defined below) is currently available with respect to options. Therefore, it is possible that the proposed Treasury Regulations if finalized in their current form would apply to cause gain recognition on the exchange of CTAC warrants for Pubco warrants pursuant to the Pubco Merger.

Any gain recognized by a Non-Electing Shareholder of CTAC Class A ordinary shares or a U.S. Holder of CTAC warrants as a result of the Pubco Merger pursuant to the PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in the manner set forth above, with no corresponding receipt of cash.

As noted above, the Pubco Merger could be a taxable event under the PFIC rules regardless of whether the Pubco Merger qualifies as an F Reorganization if CTAC is considered a PFIC. If the Pubco Merger fails to qualify as an F Reorganization, absent a QEF Election (or a QEF Election along with a purging election) or an MTM Election, a U.S. Holder would be taxed under the PFIC rules in the manner set forth above.

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE PUBCO MERGER, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of CTAC Class A ordinary shares will depend on whether the U.S. Holder has made a timely and effective election to treat CTAC as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of CTAC Class A ordinary shares during which CTAC qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s CTAC Class A ordinary shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its CTAC Class A ordinary shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its CTAC Class A ordinary shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to CTAC is contingent upon, among other things, the provision by CTAC of a “PFIC Annual Information Statement” to such U.S. Holder. CTAC will endeavor to provide PFIC Annual Information Statements, upon written request, to U.S. Holders of CTAC Class A ordinary shares with respect to each taxable year for which CTAC determines it is a PFIC. There is no assurance, however, that CTAC will timely provide such information. As discussed further above, a U.S. Holder is not able to make a QEF Election with respect to CTAC warrants under applicable final Treasury Regulations. An Electing Shareholder generally would not be subject to the adverse PFIC rules discussed above with respect to its CTAC Class A ordinary shares. As a result, such an Electing Shareholder generally should not recognize gain or loss as a result of the Pubco Merger except to the extent described under “—Effects of Section 367 to U.S. Holders of CTAC Class A ordinary shares” and subject to the discussion above under “—Tax Effects of the Pubco Merger to U.S. Holders,” but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of CTAC, whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of CTAC Class A ordinary shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the NYSE (an “MTM Election”). No assurance can be given that the CTAC Class A ordinary shares are considered to be marketable stock for purposes of the MTM Election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders generally will not be subject to the special taxation rules of Section 1291 of the Code discussed herein with respect their CTAC Class A ordinary shares in connection with the Pubco Merger. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its CTAC Class A ordinary shares at the end of its taxable year over its adjusted tax basis in its CTAC Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its CTAC Class A ordinary shares over the fair market value of its CTAC Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The U.S. Holder’s basis in its CTAC Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its CTAC Class A ordinary shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the PFIC stock, then the Section 1291 rules discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to CTAC Class A ordinary shares, including in

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connection with the Pubco Merger. An MTM Election is not available with respect to warrants, including the CTAC warrants.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), AN MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE, WHETHER AND HOW ANY OVERLAP RULES APPLY, THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

Tax Effects to U.S. Holders of Exercising Redemption Rights

Generally

The U.S. federal income tax consequences to a U.S. Holder of CTAC Class A ordinary shares (which will be exchanged for Pubco Common Stock in the Pubco Merger) that exercises its redemption rights with respect to its CTAC Class A ordinary shares to receive cash in exchange for all or a portion of its Pubco Common Stock received in the Pubco Merger will depend on whether the redemption qualifies as a sale of shares of Pubco Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of Pubco Common Stock by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “—Taxation of Redemption Treated as a Sale of Pubco Common Stock.” If the redemption does not qualify as a sale of shares of Pubco Common Stock, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled ”—Taxation of Redemption Treated as a Distribution.”

Whether a redemption of shares of Pubco Common Stock qualifies for sale treatment will depend largely on the total number of shares of Pubco stock treated as held by the redeeming U.S. Holder before and after the redemption (including any stock constructively owned by the U.S. Holder as a result of owning Pubco warrants and any Pubco stock that a U.S. Holder directly or indirectly acquires pursuant to the business combination or the PIPE Investment) relative to all of the Pubco stock outstanding both before and after the redemption. The redemption of Pubco Common Stock generally will be treated as a sale of Pubco Common Stock (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in Pubco or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares of Pubco stock actually owned by the U.S. Holder, but also shares of Pubco stock that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include Pubco Common Stock which could be acquired pursuant to the exercise of Pubco warrants. Moreover, any Pubco stock that a U.S. Holder directly or constructively acquires pursuant to the business combination or the PIPE Investment generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of Pubco’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of shares of Pubco

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Common Stock must, among other requirements, be less than 80% of the percentage of Pubco’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account both redemptions by other holders of Pubco Common Stock and the Pubco Common Stock to be issued pursuant to the business combination or the PIPE Investment). There will be a complete termination of a U.S. Holder’s interest if either (1) all of the shares of Pubco stock actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares of Pubco stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of Pubco stock (including any stock constructively owned by the U.S. Holder as a result of owning Pubco warrants). The redemption of Pubco Common Stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Pubco. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Pubco will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares of Pubco Common Stock will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “—Taxation of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Pubco Common Stock will be added to the U.S. Holder’s adjusted tax basis in its remaining Pubco stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Pubco warrants or possibly in other Pubco stock constructively owned by it.

Taxation of Redemption Treated as a Distribution

If the redemption of a U.S. Holder’s shares of Pubco Common Stock is treated as a corporate distribution, as discussed above under the section entitled “—Generally,” the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from Pubco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of Pubco’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares of Pubco Common Stock. Any remaining excess will be treated as gain realized on the sale of Pubco Common Stock and will be treated as described below under the section entitled “—Taxation of Redemption Treated as a Sale of Pubco Common Stock.”

Taxation of Redemption Treated as a Sale of Pubco Common Stock

If the redemption of a U.S. Holder’s shares of Pubco Common Stock is treated as a sale, as discussed above under the section entitled “—Generally,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the shares of Pubco Common Stock redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Pubco Common Stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

U.S. Holders who hold different blocks of Pubco Common Stock (including as a result of holding different blocks of CTAC Class A ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Pubco Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the PFIC rules as a result of the Pubco Merger (discussed further above).

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBCO COMMON STOCK PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Information Reporting and Backup Withholding

Payments of cash to a U.S. Holder as a result of the redemption of Pubco Common Stock may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Non-U.S. Holders

As used herein, a “Non-U.S. Holder” is a beneficial owner of a CTAC Security who or that is, for U.S. federal income tax purposes:

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a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

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a foreign corporation; or

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an estate or trust that is not a U.S. Holder.

Effects of the Pubco Merger to Non-U.S. Holders

The Pubco Merger is not expected to result in any U.S. federal income tax consequences to Non-U.S. Holders of CTAC Securities.

The following describes U.S. federal income tax considerations relating to the ownership and disposition of Pubco Common Stock and Pubco warrants by a Non-U.S. Holder after the Pubco Merger.

Distributions

In general, any distributions (including constructive distributions, but not including certain distributions of Pubco stock or rights to acquire Pubco stock) made to a Non-U.S. Holder of shares of Pubco Common Stock, to the extent paid out of Pubco’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, the gross amount of the dividend will be subject to withholding tax at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such Non-U.S. Holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of Pubco Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Pubco Common Stock, which will be treated as described under “—Sale, Taxable Exchange or Other Taxable Disposition of Pubco Common Stock and Warrants” below.

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The withholding tax generally does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. person, subject to an applicable income tax treaty providing otherwise. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).

Following the Pubco Merger, holders of Pubco warrants will hold warrants to acquire Pubco Common Stock. The terms of each Pubco warrant will provide for an adjustment to the number of shares of Pubco Common Stock for which the Pubco warrant may be exercised or to the exercise price of the Pubco warrant in certain events. An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a Non-U.S. Holder of Pubco warrants may be treated as receiving a constructive distribution from Pubco if, for example, the adjustment increases the holder’s proportionate interest in Pubco’s assets or earnings and profits (e.g., through an increase in the number of shares of Pubco Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the warrants), including as a result of a distribution of cash or other property to the holders of shares of Pubco Common Stock which is taxable as a distribution to the holders of such shares. Any constructive distribution received by a Non-U.S. Holder of Pubco warrants would be subject to tax in the same manner as if such Non-U.S. Holder received a cash distribution from Pubco equal to the fair market value of such increased interest. It is possible that any withholding tax on such a constructive distribution might be satisfied by Pubco or the applicable withholding agent from other distributions to the Non-U.S. Holder, or from proceeds subsequently paid or credited to such holder. Generally, a Non-U.S. Holder’s adjusted tax basis in its warrant would be increased to the extent any such constructive distribution is treated as a dividend for tax purposes.

Sale, Taxable Exchange or Other Taxable Disposition of Pubco Common Stock and Warrants

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its Pubco Common Stock or Pubco warrants (including an expiration or redemption of the Pubco warrants, or a redemption of Pubco Common Stock that is treated as a sale or exchange as described under “—Effects to Non-U.S. Holders of Exercising Redemption Rights”), unless:

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the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);

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such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition and certain other requirements are met; or

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Pubco is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of redemption or the period that the Non-U.S. Holder held Pubco Common Stock and, in the case where shares of Pubco Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of Pubco Common Stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. Holder’s holding period for the shares of Pubco Common Stock. There can be no assurance that Pubco Common Stock will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. person. Any gains described in the first bullet point above of a corporate Non-U.S. Holder may also be subject to an additional “branch profits tax” at a 30% rate (or a lower applicable income tax treaty rate). If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30%.

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If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, Pubco may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such redemption. It is not expected that Pubco would be a United States real property holding corporation after the Pubco Merger or immediately after the business combination is completed. However, such determination is factual in nature and subject to change and no assurance can be provided as to whether Pubco would be treated as a United States real property holding corporation in any future year.

Tax Effects to Non-U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a Non-U.S. Holder of CTAC Class A ordinary shares that exercises its redemption rights to receive cash from the trust account in exchange for all or a portion of its Pubco Common Stock received in the Pubco Merger will depend on whether the redemption qualifies as a sale of the Pubco Common Stock redeemed, as described above under “U.S. Holders—Tax Effects to U.S. Holders of Exercising Redemption Rights—Generally.” If such a redemption qualifies as a sale of Pubco Common Stock, the U.S. federal income tax consequences to the Non-U.S. Holder will be as described above under “—Sale, Taxable Exchange or Other Taxable Disposition of Pubco Common Stock and Warrants.” If such a redemption does not qualify as a sale of Pubco Common Stock, the Non-U.S. Holder will be treated as receiving a corporate distribution, the U.S. federal income tax consequences of which are described above under “—Distributions.”

Because it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale of shares or a corporate distribution, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder in redemption of such Non-U.S. Holder’s Pubco Common Stock, unless (i) the applicable withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a dividend under the Section 302 tests described above under the section entitled “U.S. Holders—Tax Effects to U.S. Holders of Exercising Redemption Rights— Generally”). However, there can be no assurance that any applicable withholding agent will establish such special certification procedures. If an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of Pubco Common Stock and Pubco warrants. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

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Foreign Account Tax Compliance Act

Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of dividends (including constructive dividends) on Pubco Common Stock and Pubco warrants to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of Pubco Common Stock and warrants.

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OTHER INFORMATION RELATED TO CTAC

Introduction

CTAC was incorporated on September 8, 2020 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. CTAC’s efforts to identify a prospective target business were not limited to a particular industry or geographic region, although there was a focus on targeting information and communication technology that benefit from the transformational, long-term impacts of capital deployment in the 5G stack, including network operators (mobile operators, fiber operators, datacenters and tower companies), equipment vendors, device makers, semiconductor providers, IT and cloud services, network optimization, ICT software and applications companies. Prior to executing the Merger Agreement, CTAC’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Initial Public Offering and Simultaneous Private Placement

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 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.

Fair Market Value of Target Business

The target business or businesses that CTAC acquires must collectively have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for its initial business combination. The CTAC Board determined that this test was met in connection with the proposed business combination with KORE as described in the section titled “Proposal No. 1—The Business Combination Proposal.”

Shareholder Approval of Business Combination

Under CTAC’s current amended and restated memorandum and articles of association, in connection with any proposed business combination, if CTAC must seek shareholder approval, CTAC will complete an initial

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business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

Voting Restrictions in Connection with Shareholder Meeting

In connection with any vote for a proposed initial business combination, the Sponsor and each member of the CTAC management team have agreed to vote the founder shares, private placement shares and public shares in favor of such proposed business combination.

At any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, our directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares, The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the business combination be approved where it appears that such requirements would otherwise not be met. All shares repurchased by CTAC’s affiliates pursuant to such arrangements would be voted in favor of the proposed business combination.

Liquidation if No Business Combination

Under CTAC’s current amended and restated memorandum and articles of association, if CTAC does not complete a business combination within the completion window, CTAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, 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) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CTAC’s remaining shareholders and its board of directors, dissolve and liquidate, subject (in each case) to CTAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. At such time, the warrants will expire. Holders of warrants will receive nothing upon a liquidation with respect to such rights and the warrants will be worthless.

The Sponsor and each member of CTAC’s management team have each agreed to waive its rights to participate in any distribution from CTAC’s trust account or other assets with respect to the founder shares. There will be no distribution from the trust account with respect to CTAC’s warrants, which will expire worthless if CTAC is liquidated.

The proceeds deposited in the trust account could, however, become subject to the claims of CTAC’s creditors which would be prior to the claims of the CTAC public shareholders. Although CTAC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses CTAC has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, and although CTAC will seek such waivers from vendors it engages in the future (except our independent registered public accounting firm), there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Accordingly, the actual per-share redemption price could be less than approximately $10.00, plus interest, due to claims of creditors. Additionally, if CTAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in CTAC’s bankruptcy

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estate and subject to the claims of third parties with priority over the claims of CTAC’s shareholders. To the extent any bankruptcy claims deplete the trust account, CTAC cannot assure you it will be able to return to the CTAC public shareholders at least approximately $10.00 per share. CTAC’s public shareholders are entitled to receive funds from the trust account only in the event of its failure to complete a business combination within the completion window or if the shareholders properly and timely seek to have CTAC redeem their respective shares for cash upon a business combination which is actually completed by CTAC. In no other circumstances does a shareholder have any right or interest of any kind to or in the trust account.

Facilities

CTAC currently maintains its principal executive offices at 875 Third Avenue, New York, NY 10022 and maintains other offices as provided to it by its officers. The cost for this space is included in the $10,000 per-month aggregate fee the Sponsor or an affiliate of the Sponsor charges CTAC for office space, secretarial and administrative services pursuant to a letter agreement between CTAC and such affiliate of the Sponsor. CTAC believes, based on rents and fees for similar services in the relevant areas, that the fee charged by such affiliate of the Sponsor is at least as favorable as CTAC could have obtained from an unaffiliated person. CTAC considers its current office space, combined with the other office space otherwise available to its executive officers, adequate for its current operations.

Upon the Closing, the principal executive offices of Pubco will be those of KORE, at which time nothing more will be paid to such affiliate of the Sponsor in respect of office space.

Employees

CTAC has six executive officers. These individuals are not obligated to devote any specific number of hours to CTAC’s matters and intend to devote only as much time as they deem necessary to its affairs. CTAC does not intend to have any full-time employees prior to the consummation of a business combination.

Management, Directors and Executive Officers

CTAC’s current directors and executive officers are as follows:


Name	Age	Title
Frank W. Bruno	55	Chairman of the CTAC Board and Co-Founder
Timothy M. Donahue	72	Chief Executive Officer and Director
Dr. Shaygan Kheradpir	60	Chief Technology Officer and Director
Jeffery L. Lomasky	70	Chief Financial Officer
Nicholas P. Robinson	41	Co-Chief Investment Officer
Michael K. Palmer	35	Co-Chief Investment Officer
Dr. Hossein Moiin	57	Director
Robert D. Davenport	55	Director
Timothy Kasbe	55	Director

Frank W. Bruno, our Chairman, is Co-Chief Executive Officer of Cerberus and is responsible for leading Cerberus’s global investment activities across credit, private equity, and real estate strategies, working closely with Co-Chief Executive Officer, Stephen A. Feinberg. Prior to this role, Mr. Bruno was President of Cerberus Global Investments, where he was responsible for leading Cerberus’s international businesses. Since joining Cerberus in 1998, Mr. Bruno has overseen the investment of more than $38 billion in equity capital in Asia and Europe alone. Under Mr. Bruno’s leadership, Cerberus expanded its international presence significantly, opening global advisory offices across Asia, including Beijing, Hong Kong, and Tokyo, and across Europe, including Baarn, Belfast, Dublin, Frankfurt, London and Madrid. Mr. Bruno graduated from Cornell University and received an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Bruno currently serves on the Wharton School’s Graduate Advisory Board.

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Timothy M. Donahue, our Chief Executive Officer and director, served as the Chief Executive Officer of Nextel Communications Inc., a nationwide wireless telecommunications company, from 1999 until 2005, when Nextel was merged with Sprint Corporation to form Sprint Nextel Corporation. Thereafter, and until 2006, Mr. Donahue was the Executive Chairman of Sprint Nextel and the Chairman of the Sprint Nextel Corporation. From 1996 until his appointment as Chief Executive Officer, Mr. Donahue served as the President and Chief Operating Officer of Nextel. During his tenure at Nextel, Nextel experienced significant improvements in financial performance, including significant growth in revenues and EBITDA. Over that same period, the market capitalization of the company increased from approximately $16 billion to approximately $40 billion. Mr. Donahue started his telecommunications career with McCaw Cellular in 1986 as president of its paging division. Mr. Donahue is currently a member of the board of directors of Ligado Networks (wireless network), and AURA Network Systems (communications), and former member of the board of directors of NVR Inc. (home builder) (NYSE:NVR). Mr. Donahue is a former director of ADT Corporation (home security) (formerly NASDAQ:ADT); Covidien plc (medical devices) (NYSE:COV); Eastman Kodak Company (imaging) (NYSE:KODK); Nextel Partners Inc. (telecommunications); and Tyco International Ltd. (diversified) (formerly NYSE:TYC). Mr. Donahue also served on the board of John Carroll University and is the former chairman of the Cellular Telecommunications & Internet Association (CTIA). In 2004, Institutional Investor Magazine honored Mr. Donahue as the best chief executive officer in the telecommunications services and wireless sector based on ratings by investors and brokerage firm analysts. Mr. Donahue received his BA in English Literature from John Carroll University.

Dr. Shaygan Kheradpir, our Chief Technology Officer and director, is best known for driving transformational change through technology innovation at Verizon where he was Group Chief Information Officer from January 2000 to December 2010, at Barclays Bank as Group Chief Operating Officer from January 2011 to December 2013, and at Juniper Networks from January 2014 to December 2014 and Coriant from September 2015 to June 2018 as Chief Executive Officer and Chairman. Dr. Kheradpir continues to work with high-tech start-ups in Silicon Valley, leading private equity firms, and national governments on 5G networks, next generation applications for the industrial internet, cybersecurity, artificial intelligence and blockchain. Dr. Kheradpir was on the founding Executive Leadership Committee of Verizon, helping transform it from a phone company to a premier telecom company worldwide in super high-speed networks such as FiOS and 4G-LTE, in interactive multi-media, and in world-class customer service and internal automation. At Barclays, Dr. Kheradpir was Group Chief Operating Officer and on the bank’s Global Executive Committee, setting the course for21^st century industrialization in financial services. At Juniper as Chief Executive Officer, Dr. Kheradpir focused the company by creating and executing its Integrated Operating Plan (IOP), while becoming a premier “cloud-builder” and creator of “high IQ networks” via cutting-edge networking technology, automation and machine learning. At Coriant as Chairman and Chief Executive Officer, Dr. Kheradpir integrated and re-invented three predecessor companies of Tellabs, Siemens Optical, and Sycamore, creating the industry-first Hyperscale Carrier Architecture (HCA) products, propelling Coriant to become the leading insurgent telecom equipment company worldwide across high-speed packet-optical and 5G networks. Dr. Kheradpir received his BS, MS and Ph.D. in electrical and computer engineering from Cornell University, served on the advisory board of US National Institute of Standards and Technology (NIST), is on the board of MTN Group (260 million wireless subscribers), and is on the Cornell University Engineering Council. Dr. Kheradpir was inducted into the CIO Hall of Fame in 2006 and selected in 1990 as outstanding young engineer by US National Academy of Engineering (NAE).

Jeffrey L. Lomasky, our Chief Financial Officer, is the Chief Financial Officer and a Senior Managing Director of Cerberus Capital Management. Mr. Lomasky joined Cerberus in 1994. Prior to joining Cerberus, Mr. Lomasky was the Chief Financial Officer of New Street Securities from 1992 to 1994. From 1990 to 1992, Mr. Lomasky was the controller of Drexel Burnham Lambert and from 1989 to 1990, he was the Chief Financial Officer of European activities for Drexel Burnham Lambert. Mr. Lomasky is a graduate of Bernard Baruch College.

Nicholas P. Robinson, our Co-Chief Investment Officer, is a Managing Director and Cerberus’ Global Head of Trading. Mr. Robinson currently sits on Cerberus’ Corporate Credit Investment Committee. Cerberus’ Corporate

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Credit team has invested approximately $30 billion across industries, geographies, and asset classes since inception. Mr. Robinson helps manage several of Cerberus’ largest ICT investments. Mr. Robinson is a member of Cerberus’ Financial Risk Subcommittee and is involved in risk management for the firm globally. Mr. Robinson joined Cerberus in 2011 from Morgan Stanley where he was an Executive Director in the Distressed Credit Trading division. Mr. Robinson started his career in the Leveraged Loan Group at Goldman Sachs in 2004. Mr. Robinson graduated from Acadia University in Nova Scotia, Canada.

Michael K. Palmer, our Co-Chief Investment Officer, is a Managing Director at Cerberus within Cerberus’ private equity platform, which invests in global companies across various industries and geographies. In this role, Mr. Palmer helps support Cerberus’ private equity investments in healthcare, telecommunications and technology companies. Mr. Palmer has assisted in the identification of opportunities to collaborate with innovative managers and invest in sectors undergoing transformation. Mr. Palmer has also contributed to the development of Cerberus’ investing practice in emerging markets and he currently serves on Cerberus’ Emerging Markets Investment Committee. Mr. Palmer is also on the Board of Directors of Stratolaunch, an American aerospace company that develops and operates technologies to fulfill national priorities; and AURA Network Systems, a company focused on developing a dedicated nationwide air-to-ground wireless communications network. Mr. Palmer previously served on the Board of Directors of Steward Health Care (an accountable care organization), Covis Pharma (a specialty pharmaceuticals company), PaxVax Global (a global specialty vaccines business), and Print Media Holdings (a division of YP Holdings, which was an advertising solutions platform that Cerberus carved out of AT&T). Mr. Palmer is a graduate of Duke University.

Dr. Hossein Moiin, our director, has over 30 years of experience in the ICT sector. Dr. Moiin was Chief Technology, Innovation, and Strategy Officer for Nokia Mobile Networks from 2016 to 2018 where he was responsible for returning Nokia to profitability following the acquisition of the Alcatel Lucent wireless business and merging portfolios in a manner that minimized customer disruption. Dr. Moiin was also responsible for 5G and IoT, and for creating a roadmap from 4G networks encompassing technology and business models. Prior to that, Dr. Moiin was Chief Technology and Innovation Officer and a member of the Executive Board of Nokia from January 2012 to February 2016. Dr. Moiin also served in senior technology roles at British Telecom and T-Mobile. Dr. Moiin obtained his BS, MS and PhD degrees from the University of California, Santa Barbara, in Electrical and Computer Engineering.

Mr. Robert C. Davenport, our director, is Cerberus’ Head of Global Corporate Credit and Distressed Debt. Mr. Davenport is responsible for overseeing and managing Cerberus’ investments in stressed and distressed debt on a global basis. Mr. Davenport is also Chairman of the Corporate Credit Investment Committee. Since joining the firm in 1996, Mr. Davenport has played a significant role in building and establishing Cerberus’ core credit platform, which has invested approximately $30 billion across industries, geographies, and asset classes. In addition, Mr. Davenport has led the investment of multiple billions of capital per year during periods of market dislocation, such as the Asian Financial Crisis and the Great Financial Crisis. Mr. Davenport oversees a team of more than 25 dedicated investment professionals, who cover the United States, Europe, and emerging markets and have significant experience identifying and sourcing investment opportunities. During his tenure, Mr. Davenport has helped Cerberus develop new investment strategies that expand outside its core strategy of investing in stressed and distressed debt. Prior to Cerberus, Mr. Davenport was a principal at Vestar Capital Partners from 1990 to 1994, where he was responsible for identifying, analyzing and executing leveraged buyout opportunities. From 1988 to 1990, Mr. Davenport worked in the mergers and acquisitions group at Drexel Burnham. Mr. Davenport graduated from the University of California. Mr. Davenport is a member of the Board of Trustees for the Crossroads School for Arts and Sciences in Santa Monica, California.

Timothy Kasbe, our director, has served as a Director and the President of Zoho Corporation Pty Ltd., a leading SAAS and PAAS company that operates in over 180 countries, since 2018. Prior to Zoho, from 2016 to 2017, Mr. Kasbe served as the Chief Information and Digital Officer of The Warehouse Group. Mr. Kasbe has served as the Chief Information Officer of various companies, managing large multi-billion budgets and over approximately 26,000 technologists supporting businesses across retail, finance and high-tech. In 2007,

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Mr. Kasbe was named by CIO 100 as one of their Most Innovative CIOs and Influential CIOs. Kasbe was a distinguished visiting scholar at Stanford University from 2011 to 2018 and completed doctoral studies in ethics of Artificial Intelligence (AI) at Duke University in May 2020. Mr. Kasbe also serves on the board of Cargo Services Far East, Hong Kong and Tamr, Inc.

Director Independence

The listing standards of the NYSE require that a majority of the CTAC Board be independent. The CTAC Board has determined that Dr. Hossein Moiin, Robert C. Davenport, and Timothy Kasbe are “independent directors” as defined in the NYSE listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Number and Terms of Office of Officers and Directors

The CTAC Board currently consists of five members. The CTAC Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Frank W. Bruno and Timothy M. Donahue, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Dr. Hossein Moiin and Dr. Shaygan Kheradpir, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Robert C. Davenport and Timothy Kasbe, will expire at the third annual meeting of shareholders.

Subject to any other special rights applicable to our shareholders, any vacancies on the CTAC Board of directors may be filled by the affirmative vote of a majority of the holders of our founder shares.

Our officers are appointed by the CTAC Board and serve at the discretion of the CTAC Board, rather than for specific terms of office. The CTAC Board is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, a Treasurer and such other offices as may be determined by the CTAC Board.

Committees of the Board of Directors

The CTAC Board has three standing committees: an audit committee, a nominating committee and a compensation committee. Our audit committee, our nominating committee and our compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by the CTAC Board and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

Dr. Hossein Moiin and Timothy Kasbe are a member of the audit committee and Dr. Hossein Moiin serves as chair of the audit committee. Dr. Hossein Moiin. Each member of the audit committee is financially literate and the CTAC Board has determined that Dr. Hossein Moiin qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee responsibilities include:

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of the CTAC IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the CTAC IPO; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

The members of our nominating committee are Dr. Hossein Moiin and Robert C. Davenport, and Robert C. Davenport serves as chairman of the nominating committee. Under the NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that both Dr. Hossein Moiin and Robert C. Davenport are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Because our securities are listed on the NYSE, we have one year from the date of the CTAC IPO for our nominating committee to have at least three members, all of whom must be independent.

Compensation Committee

The CTAC Board has established a compensation committee. The members of our compensation committee are Dr. Hossein Moiin and Robert C. Davenport, and Robert Davenport serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee considers the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics by posting such information on our website rather than by filing a Current Report on Form 8-K. Please see the section entitled “Where You Can Find More Information.”

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against CTAC or any members of our management team in their capacity as such.

Periodic Reporting and Audited Financial Statements

CTAC has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, CTAC’s annual reports contain financial statements audited and reported on by CTAC’s independent registered public accounting firm.

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CTAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been amended and restated to give effect to the restatement and revision of our financial statements as more fully described in the Explanatory Note and in “Note 2 — Restatement of Previously Issued Financial Statements” to our accompanying financial statements contained elsewhere in this report.

Overview

We are a blank check company incorporated on September 8, 2020 as a Cayman Islands exempted company 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. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company. Our registration statement for the Initial Public Offering became effective on October 21, 2020. On October 26, 2020, we consummated an Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, at $10.00 per Unit. On November 10, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 916,900 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $9.2 million. We incurred total offering costs of approximately $14.9 million in underwriting fees (inclusive of approximately $9.1 million in deferred underwriting fees).

Simultaneously with the closing of the Initial Public Offering, CTAC consummated the private placement (“Private Placement”) of 800,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $8.0 million. Subsequently, along with the closing of the Over-Allotment Units, CTAC consummated a private placement on November 10, 2020 for an additional 18,338 Private Placement Units (“Over-Allotment Private Placement Units”) to the Sponsor (“Over-Allotment Private Placement”) generating gross proceeds to us of approximately $0.2 million. Each Private Placement Unit consists of one CTAC Class A ordinary share (“Private Placement Shares”), and one-third of one redeemable warrant (each, a “Private Placement Warrant”).

Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement and the Over-Allotment Private Placement, approximately $259.2 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment, the Over-Allotment Private Placement and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by CTAC, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units and Over-Allotment Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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If we have not completed a Business Combination within 24 months from the closing of the Initial Public Offering, or October 26, 2022 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 for our tax obligations, 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); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Proposed Business Combination

On March 12, 2021, we entered into the Merger Agreement.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction pursuant to which, among other things, (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the Company will merge with and into LLC Merger Sub, a subsidiary of Pubco, 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, Sponsor will 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, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub will merge 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, KORE will merge 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.

Concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 22,500,000 shares of Pubco Common Stock for an aggregate purchase price equal to $225,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing.

Liquidity and Capital Resources

As of March 31, 2021, we had $1.7 million in cash and working capital deficit of approximately $1.1 million.

Subsequent to the consummation of the initial public offering, our liquidity needs have been satisfied with the net proceeds from the consummation of the private placement not held in the trust account. In addition, in order to finance transaction costs in connection with a business combination, our sponsor may, but is not obligated to, provide us working capital loans. As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any working capital loan.

Based on the foregoing, our management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

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Results of Operations

Our entire activity from January 1, 2021 through March 31, 2021 was in preparation for our forthcoming business combination. We will not be generating any operating revenues until the closing and completion of that business combination, at the earliest.

For the period from January 1, 2021 through March 31, 2021, we had net loss of approximately $0.1 million, which consisted primarily of approximately $2.6 million gain in the fair value of warrants, offset by general and administrative expenses of approximately $2.7 million.

Contractual Obligations

Registration Rights

The holders of Founder Shares (defined below), Private Placement Shares, Private Placement Warrants, CTAC Class A ordinary shares underlying the Private Placement Warrants and units that may be issued upon conversion of Working Capital Loans (and any CTAC Class A ordinary shares issuable upon the exercise of any Private Warrants underlying the Private Placement Units that may be issued upon conversion of working capital loans), if any, will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed upon consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period, which occurs, (i) in the case of the Founder Shares (defined below), in accordance with the letter agreement our initial shareholders entered into and (ii) in the case of the Private Placement Warrants and the respective CTAC Class A ordinary shares underlying such Private Placement Warrants, 30 days after the completion of the Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the final prospectus relating to the CTAC IPO to purchase up to 3,750,000 additional units to cover over-allotments, if any, at the CTAC IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in part for 916,900 units on November 10, 2020 and the remaining amount expired unexercised.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.2 million in the aggregate, paid upon the closing of the CTC IPO and the over-allotment. In addition, $0.35 per unit, or approximately $9.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the company completes a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

CTAC accounts for its Public and Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815-40. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any

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change in fair value is recognized in CTAC’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued have subsequently been re-measured based on the listed market price of such warrants. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, CTAC determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions.

CTAC Class A Ordinary Shares Subject to Possible Redemption

CTAC Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable CTAC Class A ordinary shares (including CTAC Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, CTAC Class A ordinary shares are classified as shareholders’ equity. Our CTAC Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events, Accordingly, CTAC Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the company’s balance sheet.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period, excluding shares subject to forfeiture. We have not considered the effect of the units sold in the CTAC IPO and the private placement to purchase an aggregate of 8,911,745 of CTAC’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method.

CTAC’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for CTAC Class A ordinary shares are calculated by dividing the interest income earned on cash, cash equivalents and investments held in the trust account, net of amounts available to be withdrawn from the trust account to pay the company’s income taxes, for the period presented, by the weighted average number of CTAC Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for CTAC Class B ordinary shares is calculated by dividing the net loss, less income attributable to CTAC Class A ordinary shares, by the weighted average number of CTAC Class B ordinary shares outstanding for the period.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. CTAC early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact CTAC’s financial position, results of operations or cash flows.

Our management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our financial statements.

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Off-Balance Sheet Arrangements

As of March 31, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the CTAC IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of March 31, 2021, we were not subject to any market or interest rate risk.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation and in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to our misapplication of the accounting for our warrants as components of equity, our disclosure controls and procedures were not effective as of March 31, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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INFORMATION ABOUT KORE

Overview

We believe KORE is one of the largest global enablers of IoT providing mission-critical CaaS, IoT Solutions and Analytics to enterprise customers across five key industry verticals, comprising (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Communications Services and (v) IIoT.

KORE has built a business at scale with revenues of $55 million for the three months ended March 31, 2021, $50 million for the three months ended March 31, 2020, $214 million for year ended December 31, 2020 and $169 million for the year ending December 31, 2019. KORE’s net loss and adjusted EBITDA for the three months ended March 31, 2021 were $1 million, and $16 million, respectively. KORE’s net loss and adjusted EBITDA for the year ended December 31, 2020 were $35 million and $58 million, respectively. KORE’s net loss and adjusted EBITDA for the year ended December 31, 2019 were $23.4 million and $51 million, respectively.

Already a large market, KORE believes that IoT shows the promise and potential to be a significant technological revolution. IoT adoptions often result in significant productivity increases while creating entirely new business models in many cases, and it has the ability to have a significant impact worldwide. KORE enables this IoT adoption and is at the center of this revolution.

Diverse, Blue-chip Customer Base

KORE enables mission-critical IoT applications for enterprise and solution provider customers across approximately 13 million and 12 million devices for the three months ended March 31, 2021 and year ended December 31, 2020, respectively. KORE provided connectivity to over 3,600 customers for the three months ended March 31, 2021 and year ended December 31, 2020. Example customer use cases across our five key verticals are illustrated below:

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Communication Services: IoT and consumer service providers, carrier IoT business units, enterprise connectivity / failsafe, private networking—we may provide Connectivity Enablement as a Service for some of these customers

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Industrial IoT: Smart utilities / meters, smart cities / buildings, smart factories, field service automation, manufacturers of smart or connected products.

Across the above-mentioned use cases and others, IoT is already a large and fast-growing industry comprised of IoT hardware, software, connectivity and services.

Market Opportunity

Key highlights of KORE’s market and business opportunity include:

Large and Growing IoT Market. The IoT market is growing at a very rapid pace and KORE aims to capitalize on this momentum. KORE’s addressable market is anticipated to grow from $382 billion with 12 billion IoT

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devices in the market in 2020 to $906 billion with 25 billion IoT devices in the market by 2025. The IoT market is projected to be $7 trillion by 2030 with an accelerated growth of 50.5% CAGR. In addition to the proliferation of IoT endpoints, the adoption of 5G connectivity and enterprise digital transformation are major drivers for the growth of the IoT market.

LOGO

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Full stack product suite. The KORE mission is clear—to simplify the complexities of IoT and help clients deploy, manage, and scale their mission critical IoT solutions. KORE has built a platform that allows it to be a trusted advisor to its clients in serving them in three areas CaaS, IoT Managed Services/Solutions, and Analytics, which KORE refers to as “CSA,” or connectivity, solutions, and analytics. KORE offers a one-stop shop for its enterprise customers seeking to obtain multiple IoT services and solutions from a single provider. Its product scope is as described below:


Product line	Products	Product description	Primary pricing method
Connectivity *74% of Q1 2021 and full year 2020* *revenue*	Connectivity as a Service (CaaS)	• IoT connectivity services offered through our IoT platform ‘KORE One’ • Our connectivity solutions allow devices to seamlessly and securely connect anywhere in the world across any connected network, which we call our multiple devices, multiple locations, multiple carriers CaaS value prop	Per subscriber per month for lifetime of device (7-10 years and growing) Long-term customer relationships
	Connectivity Enablement as a Service (CEaaS)	• Connectivity Management Platform as a Service (or individual KORE One engine) • Cellular Core Network as a Service (cloud native HyperCore)


IoT Solutions *26% of Q1 2021 and full year 2020* *revenue*	IoT Device Management Services	• Outsourced platform-enabled services (e.g., logistics, configuration, device management) • Sourcing of 3rd party devices globally, device design and selection services	Upfront fee per device or per device per month
	IoT Security	• KORE’s SecurityPro SaaS platform	Per subscriber per month
	Location Based Services (LBS)	• KORE’s PositionLogic SaaS platform and LBS APIs	Per subscriber per month

Connectivity

KORE’s heritage is in delivering Connectivity services, particularly cellular connectivity, which is needed in a large number of IoT use cases. Managing cellular connectivity for IoT devices is complex. Companies deploying IoT devices often do so in multiple countries and sometimes across multiple continents. Even within an individual country, it is often the case that no single carrier offers 100% network coverage or coverage across all cellular technologies. Among other IoT deployment complexities, this lack of a single carrier across territories, often necessitates negotiating, establishing and maintaining a large number of cellular carrier contracts. On a day-to-day level this requires potentially accessing a large number of cellular carrier portals in order to provision, de-provision, maintain, change rate plans for, change states for, and perform other transactions for SIMs deployed in IoT devices. A company deploying IoT would also expect to get multiple cellular carrier bills every month, and to work with multiple customer support organizations when something goes wrong. This complexity is very hard to manage at scale, especially since it is only a part of the complexity of the overall IoT deployment. KORE’s connectivity services simplify this complexity and provide a single connectivity relationship managed through a single source with our KORE One platform which is purpose built for IoT. On the back-end, KORE leverages 44 carrier integrations with its cellular carrier partners.

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KORE Connectivity Services Coverage

LOGO

KORE believes that eSIMs have a significant potential for IoT providers and for KORE in particular. eSIM is a new SIM standard defined by the Global System for Mobile Communications Association, or GSMA, the organization that supports and defines cellular standards. The transition from the current standard where a SIM is “locked in” to a specific cellular carrier, to an “unlocked” eSIM model that allows a company deploying IoT to switch cellular carriers at the push of a button, “over the air”, without the need to physically change eSIM cards, will allow a provider in KORE’s position to offer a single SIM card that works across multiple cellular carriers. This evolution will provide KORE clients the ability to easily switch cellular carriers for any reason, without the need for expensive and labor-intensive physical SIM replacements.

Within Connectivity services, KORE offers CaaS and CEaaS.

CEaaS is provided to communication service providers (MVNOs, telecom carriers etc.), device OEMs or other providers who wish to provide IoT cellular services to the market. The infrastructure software and services offered to such providers are CNaaS, CMPaaS and PNaaS. Fees for CEaaS generally consist of a monthly subscription fee and other miscellaneous charges.

Connectivity services represent 74% of KORE’s revenue for the three months ended March 31, 2021 and year ended December 31, 2020.

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IoT Solutions and Analytics

Successful deployment of IoT is extremely complex. Some of the significant challenges in IoT deployment include:

Top challenges in IoT deployments

LOGO

To simplify IoT deployment complexity, KORE offers a comprehensive portfolio of IoT Solutions capabilities, including:

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Location Based Services: KORE’s SaaS cloud-based APIs (Position Logic) platform for location and asset tracking; and

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IoT Security (SecurityPro): KORE’s SaaS platform for IoT device security.

Fees charged for device management services include the cost of the underlying IoT device and the cost of deploying and managing such devices and are usually charged on a fee per deployed IoT device basis, with the ultimate amount of such fee depending on the scope of the underlying services and the IoT device being deployed. Location-based software services and IoT security software services are charged on a per subscriber basis.

IoT Solutions represented approximately 26% of KORE’s revenue for the three months ended March 31, 2021 and year ended December 31, 2020.

Partner Ecosystem

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the full IoT stack in a secure and cost-efficient manner while enabling a rapid time to market. The Company partners with mobile carriers around the world as well as application platforms, hardware OEMs, semiconductor and module OEMs, cloud infrastructure providers and systems integrators.

Participation in 5G Adoption

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KORE Touchpoints. KORE expects to be the leading enabler of 5G adoption across 5G IoT, 5G broadband, and 5G ultrareliable segments because it:

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Provides 5G connectivity and simplified management with 5G-ready eSIM and multi value proposition enabled by the proprietary KORE One platform.

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Enables seamless transition to 5G with its strength in carrier relationships and experience in managing network transitions.

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Accelerates 5G use cases with pre-configured solutions and an industry-specific IoT managed services portfolio.

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Enables edge deployments with a roadmap for a fully virtualized multi-carrier gateway on the Edge (KORE Anywhere).

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Enables private network deployments with a fully virtualized core network (KORE HyperCore)

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Leveraging eSIM Technology. eSIM is a next-generation technology driving rapid adoption of Enterprise IoT Connectivity. With the massive growth of new IoT-connected devices coming online, 25 billion by 2025 according to Ericsson, one of the bigger challenges to achieving this growth is current SIM card technology. Today, the vast majority of cellular connected devices are using SIM cards which are locked into a specific cellular carrier. The GSMA has helped develop a new standard called eSIM technology. eSIM or embedded universal integrated circuit card (“eUICC”) is a form of programmable SIM card. eSIM technology offers several benefits, including:

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Enables devices to store multiple operator profiles on a device simultaneously and switch between them remotely.

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Allows over air (remote) updates.

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Permits remote SIM provisioning of any mobile device.

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Delivers an effective way to significantly increase data security.

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Offers protection from evolving network technologies, such as the retirement of legacy services like 2G and 3G in some cases eSIM technology plays a critical role providing secure out-of-the box connectivity to support IoT. It enables KORE’s customers to maintain a flexible approach towards carrier and network management. Moreover, eSIM technology future-proofs devices in the field against changes in network technology. The Company offers advanced connectivity solutions through its proprietary eSIM offering and believes that it will be a key vector for SIM volume growth. The Company shipped approximately one million eSIMs devices in 2020 and expects to continue successfully implementing eSIM technology into customer IoT deployments.

Competition

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The unique expertise required to design and deploy IoT solutions and customers’ reluctance to try unproven products has confined the number of potential competitors to a relatively small number. Below are some of KORE’s key competitors across various segments of its business:

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For Connectivity services: telecom carriers such as T-Mobile and Vodafone; Mobile Virtual Network Operators such as Aeris and Wireless Logic;

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For IoT Solutions and Analytics: device management services providers such as Velocitor Solutions and Futura Mobility, fleet management SaaS providers such as Fleetmatics and GPS Trackit, and analytics services providers such as Galooli and Intellisite

Differentiators

KORE competes in the Connectivity services market on the basis of the following factors:

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The number of carrier integrations (44)

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KORE One platform (7 engines)

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ConnectivityPro service and related APIs

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eSIM technology stack/ proprietary IP

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HyperCore technology

KORE competes in the IoT Solutions market on the basis of the following factors:

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Deep industry vertical knowledge and experience (e.g., in Connected Health through FDA and ISO 9001/13485 certifications and HIPPA compliance)

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Breadth of solutions and analytics services

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3,400+ connectivity-only customers for cross-sell opportunities

Sales, Marketing and Growth Strategy

KORE’s sales and marketing strategy has been to continue to innovate, grow its “wallet share” with large customers, grow its service revenue, expand internationally with new region-specific products, and leverage its engineering and supply chain management capabilities to enter adjacent markets organically or through acquisition. KORE aligns its go-to-market strategy along five key industry verticals, including (i) Connected Health, (ii) Fleet & Vehicle Management, (iii) Asset Management, (iv) Communications Services Providers (CSPs) and (v) Industrial IoT (IIoT). Today, KORE has the ability to provide connectivity through its carrier partnerships.

KORE engages in a wide variety of sales and marketing activities, driving market leadership and global demand through integrated marketing campaigns. Its marketing function includes product marketing, corporate communications, brand marketing and demand generation.

The five pillars of KORE’s growth strategy are as follows:

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Significant organic volume growth from existing customer base

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Leverage strong IoT industry and average customers’ double digit percentage growth in terms of revenue, devices and data usage

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Maintain high customer retention

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Leverage eSIMs to gain wallet share and market share

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Cross-sell and upsell KORE’s growing portfolio of IoT solutions to our large base of connectivity services only customers

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Sell KORE’s growing portfolio of IoT solutions developed during the prior two years

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Cross-sell IoT Solutions to connectivity only customers

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Deepen our presence in focus industry sector

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Leverage KORE’s presence in Connected Health and Fleet Management, deepening presence in the Asset Management, Industrial IoT, and Communication Service provider sectors over the next 12 to 18 months

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Deploy pre-configured industry solutions by deepening domain knowledge and identifying common customer problems within focus segments and use cases

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Enhance AIoT (Artificial Intelligence + IoT) and Edge Analytics capabilities in target industries

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Increase focus on sensor, usage and metadata data opportunities that provide high-value predictive and prescriptive solutions

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Drive growth through strategic, accretive acquisitions, which add key capabilities

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Continue to monitor landscape for high quality targets additive to KORE’s focus IoT capabilities

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Replicate successful track record of executing accretive transactions such as the recent acquisition of Integron which has demonstrated impressive organic growth post acquisition

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Continue to ensure highly disciplined use of capital

Customer and Key Partners

KORE’s customers operate in a wide variety of sectors, including healthcare, fleet and vehicle management,

asset management, communication services and industrial/manufacturing. KORE’s largest customer, comprising

The speed at which a customer may exit the KORE platform depends upon many factors including the time and

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services. Because customers are not required to notify KORE of an intention to exit the KORE platform, it is often difficult for KORE to judge whether a customer has made a decision to stop using its services.