Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement Amendment
On September 21, 2021, Cerberus Telecom Acquisition Corp. ("CTAC") entered into
that certain Second Amendment (the "Second Amendment") to the Agreement and Plan
of Merger (as further amended, restated, supplemented or otherwise modified from
time to time in accordance with its terms, 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.
Pursuant to the Second Amendment, in order to increase the liquidity of the
post-closing public company ("Pubco") following completion of the business
combination, certain preferred stockholders of the ultimate parent company of
KORE (the "Electing Holders"), have elected to receive payment consisting of
4,000,000 shares of common stock of Pubco, par value $0.0001 per share ("Pubco
Common Stock") to be issued by Pubco at $10.00 per share, in lieu of receiving
cash consideration in the aggregate amount of $40,000,000, which such Electing
Holders otherwise would have been entitled to receive. Additionally, in order to
facilitate this liquidity enhancing election, the Sponsor, has agreed to
contribute 600,000 CTAC Class B Ordinary Shares to CTAC, which shares will be
cancelled by CTAC in conjunction with the issuance by Pubco of an additional
600,000 shares of Pubco Common Stock to the Electing Holders pursuant to the
terms and upon the conditions set forth in the Second Amendment.
In addition and in connection with the Second Amendment, certain advisors of
CTAC and KORE have agreed separately to receive a portion of their fees totaling
approximately $2,000,000 in the form of Pubco Common Stock at a price of $10.00
per share, resulting in the issuance of 200,000 additional shares of Pubco
Common Stock.
The foregoing description of the Second Amendment is not complete and is
qualified in its entirety by reference to the Second Amendment, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 8.01 Other Events.
Fortress Commitment Letter
KORE has obtained from Fortress Credit Corp. ("Fortress") a commitment letter
(the "Commitment Letter") pursuant to which Fortress will make additional
financing available to KORE, at KORE's option and subject to certain terms and
conditions, for up to $25,000,000 of additional notes under the Indenture to
entered into in connection with the backstop financing agreement dated as of
July 27, 2021 by and among KORE Wireless Group, Inc., a Delaware corporation and
wholly owned subsidiary of KORE, and an affiliate of Fortress. This commitment
can be accepted at any time after Closing (as defined in the Merger Agreement)
and prior to October 2, 2021, on the terms and subject to the conditions set
forth in the Commitment Letter. If accepted, the commitment will remain
available until October 31, 2021. Upon entering into definitive documentation
after the commitment is accepted, the Sponsor has agreed to contribute 100,000
shares of Pubco Common Stock to LLC Merger Sub post-closing, which shares will
be transferred by LLC Merger Sub to Fortress, as a commitment fee, pursuant to
the terms and upon the conditions set forth in the Commitment Letter.
Press Release
On September 22, 2021, CTAC and KORE issued a press release announcing, among
other things, that the CTAC's special meeting of its stockholders (the "Special
Meeting"), originally scheduled for September 16, 2021 and postponed to
September 22, 2021, is being further postponed to September 29, 2021 and will
now be held at 10 a.m. Eastern Time on September 29, 2021, in person and
virtually by live webcast. The Special Meeting will be held with respect to the
previously announced voting proposals. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The option of CTAC's public shareholders to tender and redeem their shares in
connection with the business combination expired at 5:00 p.m., New York City
time, on September 14, 2021. CTAC's public shareholders have until 5:00 p.m. on
Tuesday, September 28, 2021 to withdraw their redemptions. As of the date of
this Current Report on Form 8-K, taking into account withdrawals of redemptions
received by CTAC following the redemption deadline, approximately 86.32% of
CTAC's public shareholders had tendered their shares for redemption.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between CTAC
and KORE. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Pubco filed a registration
statement on Form S-4 with the SEC, which includes a proxy statement of CTAC and
a prospectus of Pubco, and CTAC and Pubco will file other documents regarding
the proposed transaction with the SEC. A definitive proxy statement/prospectus
was sent to the shareholders of CTAC, seeking required shareholder approval.
Before making any voting or investment decision, investors and security holders
of CTAC are urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about the proposed
transaction.
The documents filed by CTAC and Pubco with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, the documents filed by
CTAC with the SEC may be obtained free of charge from CTAC's website at
www.cerberusacquisition.com or upon written request to Cerberus Telecom
Acquisition Corp., 875 Third Avenue, New York, NY 10022.
Participants in Solicitation
CTAC and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from CTAC's shareholders in connection with the
proposed transaction. A list of the names of such directors and executive
officers and information regarding their interests in the Business Combination
is contained in the proxy statement/prospectus. You may obtain free copies of
these documents as described in the preceding paragraph.
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between CTAC and KORE, including statements regarding the
anticipated benefits of the transaction, the anticipated timing of the
transaction, the anticipated terms of the transaction and the satisfaction of
closing conditions to the transaction. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are projections and
other statements about future events that are based on current expectations and
assumptions and are not predictions of actual performance, and, as a result, are
subject to risks and uncertainties. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of factor probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of CTAC
and KORE. Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including but not limited
to: (i) the risk that the transaction may not be completed in a timely manner or
at all, which may adversely affect the price of CTAC's securities, (ii) the risk
that the transaction may not be completed by CTAC's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by CTAC, (iii) the failure to satisfy the
conditions to the consummation of the transaction, including the approval of the
merger agreement by the shareholders of CTAC, the satisfaction of the minimum
trust account amount following redemptions by CTAC's public shareholders and the
receipt of certain governmental and regulatory
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approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the business combination, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger
agreement, (vi) the effect of the announcement or pendency of the transaction on
KORE business relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans and operations of KORE,
(viii) the outcome of any legal proceedings that may be instituted against KORE
or against CTAC related to the merger agreement or the proposed transaction,
(ix) the ability to maintain the listing of CTAC's securities on The New York
Stock Exchange, (x) the price of CTAC's securities may be volatile due to a
variety of factors, including changes in the competitive and highly regulated
industries in which CTAC plans to operate, variations in performance across
competitors, changes in laws and regulations affecting KORE's business and
changes in the combined capital structure, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
proposed business combination, and identify and realize additional
opportunities, and (xii) risks relating to the uncertainty of the projected
financial and operational information with respect to KORE. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of Pubco's registration statement on Form S-4 discussed above and other
documents filed by CTAC and Pubco from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither
CTAC nor KORE presently know or that CTAC and KORE currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. CTAC and KORE anticipate that subsequent events and
developments will cause CTAC's and KORE's assessments to change. Readers are
cautioned not to put undue reliance on forward-looking statements, and CTAC and
KORE assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither CTAC nor KORE gives any assurance that either CTAC
or KORE will achieve its expectations. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
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