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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2021

KING ~~CERBERUS~~LLC ~~TELECOM~~MERGER ~~ACQUISITION~~SUB, ~~CORP.~~LLC

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39647	98-1556740
Delaware	001-39647	98-1556740
(State or other jurisdictionof incorporation)	(~~Commission~~CommissionFile ~~File~~ Number)	(I.R.S. EmployerIdentification No.)

875 Third Avenue

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 891-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	CTAC.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	CTAC	The New York Stock Exchange
Warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	CTAC WS	The New York Stock Exchange

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~5.07~~NOTE ~~Submission of Matters to a Vote of Security Holders.~~

OnAs ~~September 29~~previously announced, ~~2021~~KORE Group Holdings, Inc. (f/k/a King Pubco, Inc. “Pubco”), a Delaware corporation, Cerberus Telecom Acquisition Corp., ~~(the~~a Delaware ~~“Company”~~corporation or (“CTAC”), ~~held~~King aCorp ~~special~~Merger ~~meeting~~Sub, ofInc. ~~stockholders~~ (~~the~~ “~~Special~~Corp ~~Meeting~~Merger Sub”), ina ~~connection~~Delaware ~~with~~corporation, ~~its~~King ~~previously~~LLC ~~announced~~Merger ~~business~~Sub, ~~combination~~LLC ~~with~~(“LLC ~~Maple~~Merger ~~Holdings Inc.~~Sub”), a Delaware ~~corporation~~limited liability company, and Maple Holdings Inc. (“KORE”), ~~pursuant~~a toDelaware ~~the~~corporation ~~terms~~entered ~~and~~into ~~conditions~~an ~~of the~~ Agreement and Plan of Merger, dated ~~as of~~ March 12, 2021, as amended on July 27, 2021 and September 21, 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.~~

AtAs ~~the~~previously ~~Special~~reported ~~Meeting,~~on the ~~Company’s~~Current ~~stockholders~~Report ~~voted~~ on Form 8-K filed with the ~~proposals~~Securities ~~set~~and ~~forth~~Exchange ~~below~~Commission (“SEC”) on September 29, ~~each~~2021, ofCTAC held a special meeting, at which isCTAC’s ~~described~~shareholders invoted ~~greater~~to ~~detail~~approve the proposals outlined in the proxy statement filed by ~~the~~CTAC ~~Company~~ with the ~~Securities and Exchange Commission (“~~SEC”) on August 13, 2021 (the “Proxy Statement/Prospectus”)., Atincluding, ~~the~~among ~~Special~~other ~~Meeting~~things, ~~there~~the ~~were~~adoption ~~24,660,348~~of ~~shares~~the ~~voted~~Merger byAgreement ~~proxy~~and orapproval inof ~~person~~the other transactions contemplated by the Merger Agreement.

~~Proposals~~As 1,previously 2,reported 3,on 4the ~~and~~Current 5Report ~~below~~on ~~were~~Form ~~approved~~8-K ~~and,~~filed ~~although~~by ~~sufficient~~Pubco ~~votes~~with ~~were~~the ~~received~~SEC toon ~~approve Proposal~~ October 6, an2021, ~~adjournment~~on September 29, of2021, ~~the~~CTAC ~~Special~~merged ~~Meeting~~with ~~was~~and ~~not~~into ~~necessary~~LLC ~~due~~Merger toSub (the ~~approval~~“Pubco ~~of Proposals 1~~Merger”), 2,with 3,LLC 4Merger ~~and~~Sub 5.being ~~The~~the ~~number~~surviving entity of ~~votes~~the ~~cast~~Pubco ~~for~~Merger orand ~~against,~~Pubco as ~~well~~parent asof ~~abstentions~~the ~~and~~surviving ~~broker non-votes, if~~entity. ~~applicable, with respect to each proposal is set out below:~~

~~Proposal~~Item No3. 101. —Notice Toof ~~consider~~Delisting ~~and~~or ~~vote~~Failure ~~upon a proposal~~ to ~~approve~~Satisfy ~~the business combination described in the Proxy Statement, including (~~a~~) adopting~~ ~~the~~Continued ~~Merger~~Listing ~~Agreement~~Rule ~~and~~or ~~(b) approving~~Standard; ~~the~~Transfer ~~Transactions~~of ~~and the related agreements described in the Proxy Statement—we refer to this proposal as the “business combination proposal”~~Listing.

Votes For		Votes Against		Abstentions
23,119,313		1,541,035		0

In connection with the Pubco Merger, on September 30, 2021, LLC Merger Sub notified the New York Stock Exchange (the “NYSE”) that the transaction had closed and requested that the NYSE (i) suspend trading of the units, ordinary shares and warrants of CTAC on the NYSE, (ii) withdraw the units, ordinary shares and warrants of CTAC from listing on the NYSE and (iii) file with the SEC a notification on Form 25 to delist the units, ordinary shares and warrants of CTAC from the NYSE and deregister the units, ordinary shares and warrants of CTAC under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). On October 1, 2021, the NYSE filed with the SEC a notification on Form 25 to delist the units, ordinary shares and warrants of CTAC from the NYSE and the units, ordinary shares and warrants of CTAC under Section 12(b) of the Exchange Act. As a result, the units, ordinary shares and warrants of CTAC are no longer listed on the NYSE.

~~Proposal~~Additionally, ~~No. 2~~LLC Merger —Sub, Toas ~~consider~~the ~~and~~surviving ~~vote~~entity ~~upon,~~of asthe aPubco ~~special resolution~~Merger, aintends ~~proposal~~ to ~~approve~~file with the ~~plan~~SEC ofa ~~merger~~certification inand ~~substantially~~notice on Form 15 under the ~~form~~Exchange ofAct ~~Annex~~requesting Ithe toderegistration of the ~~Proxy~~units, ~~Statement~~ordinary shares and towarrants ~~authorize~~of ~~the~~CTAC ~~merger~~under Section 12(g) of ~~CTAC~~the ~~with~~Exchange Act and ~~into~~the suspension of LLC Merger Sub’s, ~~with~~as ~~LLC~~the ~~Merger~~surviving ~~Sub~~entity ~~surviving~~of the ~~merger~~Pubco asMerger, areporting ~~wholly~~obligations ~~owned~~under ~~subsidiary~~Section 15(d) of ~~Pubco~~the ~~—we~~Exchange ~~refer~~Act toas ~~this~~promptly ~~proposal~~ as ~~the “Cayman merger proposal”~~practicable.

Votes For		Votes Against		Abstentions
23,119,312		1,541,036		0

Item 3.03. Material Modification to Rights of Security Holders.

~~Proposal~~In ~~No.~~connection ~~3(A)-(D)~~with —the ToPubco ~~consider and vote~~Merger, on aSeptember 29, ~~non-binding basis~~2021, onCTAC ~~proposals~~adopted ~~with~~the ~~respect to material differences between KORE’s amended and restated~~ certificate of ~~incorporation~~formation ~~and amended and restated bylaws and Pubco’s amended and restated certificate~~ of ~~incorporation~~LLC ~~and~~Merger ~~amended~~Sub and ~~restated~~the ~~bylaws~~limited ~~that~~liability ~~will~~company agreement ~~be the certificate~~ of ~~incorporation~~LLC ~~and~~Merger ~~bylaws~~Sub ofin ~~Pubco~~effect ~~following~~immediately ~~the~~prior ~~Transactions—we refer~~ to ~~these proposals, collectively, as~~ the ~~“advisory~~Pubco ~~organizational documents proposals~~Merger.” Copies of the ~~forms~~certificate of ~~Pubco’s~~formation ~~amended and restated certificate~~ of ~~incorporation~~LLC ~~and~~Merger ~~amended~~Sub and ~~restated bylaws are attached to~~ the ~~Proxy~~limited ~~Statement~~liability ascompany ~~Annex~~agreement Bof ~~and~~LLC ~~Annex~~Merger C,Sub ~~respectively. The advisory organizational documents proposals~~ are ~~being~~filed ~~presented~~as ~~separately~~Exhibits in3.1 ~~accordance~~and ~~with~~3.2 ~~SEC guidance~~ to ~~give~~this ~~stockholders~~Current Report ~~the opportunity to present their separate views~~ on ~~important~~Form ~~corporate~~8-K ~~governance~~and ~~provisions,~~are asincorporated 4herein ~~sub-proposals:~~by reference.

~~Proposal~~Item No5.01. ~~3(A)~~Changes —in ToControl ~~provide that Pubco’s board~~ of ~~directors will be a classified board of directors with staggered, three-year terms (“Advisory Organizational Document Proposal A”)~~Registrant.

Votes For		Votes Against		Abstentions
21,265,470		3,394,878		0

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposal No. 2— Cayman merger proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~Proposal~~Item No5.03. ~~3(B)~~Amendments —to ToCertificate ~~eliminate~~of ~~the~~Incorporation ~~ability for any action required~~ or ~~permitted~~Bylaws; toChange bein ~~taken~~Fiscal ~~by Pubco common stockholders to be effected by written consent (“Advisory Organizational Document Proposal B”)~~Year.

Votes For		Votes Against		Abstentions
21,298,582		3,356,566		5,200

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

~~Proposal~~Item No9.01. ~~3(C)~~Financial —Statements Toand ~~increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”)~~Exhibits.

Votes For		Votes Against		Abstentions
22,761,348		1,898,850		150

(d) Exhibits

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”).


3.1		Certificate of Formation of King LLC Merger Sub, LLC.

3.2		Limited Liability Company Agreement of King LLC Merger Sub, LLC.

Votes For		Votes Against		Abstentions
21,766,018		2,893,980		350

Forward-Looking Statements Legend

~~Proposal~~This NoCurrent 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 LLC Merger Sub, 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. 4 —These Toforward-looking ~~consider~~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 ~~vote~~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 ~~proposal~~result, are subject to ~~approve~~risks ~~the~~and ~~Pubco~~uncertainties. ~~2021~~These ~~Incentive~~forward-looking ~~Award~~statements ~~Plan~~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 ~~“Incentive~~control ~~Plan”)—we~~of ~~refer~~LLC Merger Sub, CTAC and KORE. Many factors could cause actual future events to differ materially from the forward-looking statements in this ~~proposal~~document. asYou should carefully consider these factors and the other risks and uncertainties described in the “~~incentive~~Risk Factors” ~~plan~~section ~~proposal~~of the Proxy Statement and other documents filed by CTAC from time to time with the SEC.” AThese ~~copy~~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 ~~Incentive~~results ~~Plan~~implied isby ~~attached~~these forward-looking statements. There may be additional risks that neither LLC Merger Sub, CTAC nor KORE presently know or that LLC Merger Sub, CTAC and KORE currently believe are immaterial that could also cause actual results to differ from those contained in the ~~Proxy~~forward-looking ~~Statement~~statements. Forward-looking statements speak only as ~~Annex~~of Gthe date they are made. LLC Merger Sub, CTAC and KORE anticipate that subsequent events and developments will cause LLC Merger Sub’s, CTAC’s and KORE’s assessments to change. Readers are cautioned not to put undue reliance on forward-looking statements, and LLC Merger Sub, 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 LLC Merger Sub, CTAC nor KORE gives any assurance that either LLC Merger Sub, CTAC or KORE will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Votes For		Votes Against		Abstentions
23,104,547		1,555,391		410

SIGNATURE

~~Proposal~~Pursuant ~~No. 5~~to ~~— To consider and vote upon a proposal in accordance with~~ the ~~applicable~~requirements ~~provisions~~ of ~~Section 312.03 of~~ the ~~New~~Securities ~~York Stock~~ Exchange ~~(“NYSE”)~~Act ~~Listed~~of ~~Company Manual~~1934, ~~to issue more than 20% of~~ the ~~issued~~Registrant ~~and~~has ~~outstanding~~duly ~~shares~~caused ofthis ~~Pubco~~report ~~Common~~to ~~Stock~~be insigned ~~connection~~on ~~with~~its ~~the~~behalf ~~business combination, including, without limitation,~~ by the ~~PIPE~~undersigned ~~Investment~~hereunto ~~(as~~duly ~~described below)—we refer to this proposal as the “NYSE proposal”~~authorized.

Votes For	Votes Against	Abstentions
		KING LLC MERGER SUB, LLC
23,118,903	1,541,245	200
Dated: October 26, 2021
		By:	/s/ Michael Palmer
			Name: Michael Palmer
			Title: Authorized Signatory

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.”

Votes For		Votes Against		Abstentions
22,683,303		1,976,795		250

A total of 22,240,970 shares of common stock were presented for redemption in connection with the Special Meeting.

In light of receipt of the requisite approvals by the Company’s stockholders described above, the parties expect to complete the Business Combination, as described in greater detail in the Proxy Statement, on September 30, 2021.

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, the satisfaction of the minimum trust account amount following redemptions by CTAC’s public shareholders and the receipt of certain governmental and regulatory 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) changes in laws and regulations affecting KORE’s business and changes in the combined capital structure, (x) 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 (xi) 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 the Proxy Statement and other documents filed by CTAC 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CERBERUS TELECOM ACQUISITION CORP.

Dated: September 29, 2021

/s/ Michael Palmer

Michael Palmer

Authorized Signatory

Filing Compare · KING LLC MERGER SUB, LLC