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 21 29, 2021

CERBERUS TELECOM ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39647	98-1556740
(State or other jurisdiction ofincorporation)	(Commission FileNumber)	(I.R.S. EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

875 Third AvenueNew York, NY		10022
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 ~~exchangeon~~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

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On September 29, 2021, Cerberus Telecom Acquisition Corp. (the “Company” or “CTAC”) held a special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination 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 and September 21, 2021 (the “Merger Agreement”), ~~Amendment~~by and among CTAC, King Pubco, Inc. (“Pubco”), Corp Merger Sub, Inc. (“Corp Merger Sub”), LLC Merger Sub, LLC (“LLC Merger Sub”), and KORE.

OnAt ~~September 21,~~the ~~2021~~Special Meeting, ~~Cerberus~~the ~~Telecom~~Company’s ~~Acquisition~~stockholders ~~Corp.~~voted ~~(“CTAC”)~~on ~~entered into that certain Second Amendment (~~the ~~“Second~~proposals ~~Amendment”)~~set toforth ~~the~~below, ~~Agreement~~each ~~and Plan~~ of ~~Merger~~which ~~(as~~is ~~further~~described ~~amended,~~in ~~restated,~~greater ~~supplemented~~detail orin ~~otherwise~~the ~~modified~~proxy ~~from~~statement ~~time~~filed toby ~~time~~the inCompany ~~accordance~~ with ~~its terms,~~ the ~~“Merger~~Securities ~~Agreement”) by~~ and ~~among~~Exchange ~~CTAC,~~Commission ~~King Pubco, Inc.~~ (“~~Pubco~~SEC”), aon ~~Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings~~August 13, ~~LLC~~2021 (the “~~Sponsor~~Proxy Statement”)~~, an affiliate of CTAC, King Corp Merger Sub, Inc~~. ~~(“Corp~~At ~~Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of~~ the ~~Sponsor,~~Special ~~King LLC Merger Sub~~Meeting, ~~LLC~~there ~~(“LLC~~were ~~Merger Sub”)~~24, ~~a Delaware limited liability company and direct~~660,348 ~~wholly~~shares ~~owned~~voted ~~subsidiary~~by ofproxy ~~Pubco,~~or ~~and~~in ~~Maple Holdings Inc~~person. ~~(“KORE”), a Delaware corporation.~~

~~Pursuant~~Proposals to1, ~~the~~2, ~~Second Amendment~~3, in4 ~~order~~and to5 ~~increase~~below ~~the~~were ~~liquidity~~approved ofand, ~~the~~although ~~post-closing~~sufficient ~~public~~votes ~~company~~were ~~(“Pubco”)~~received ~~following~~to ~~completion~~approve ofProposal ~~the business combination~~6, ~~certain~~an ~~preferred~~adjournment ~~stockholders~~ of the ~~ultimate~~Special ~~parent~~Meeting ~~company~~was ofnot ~~KORE~~necessary ~~(the~~due ~~“Electing Holders”), have elected~~ to ~~receive~~the ~~payment~~approval ~~consisting~~ of ~~4,000,000~~Proposals ~~shares of common stock of Pubco~~1, ~~par value $0.0001 per share (“Pubco Common Stock”) to be issued by Pubco at $10.00 per share~~2, ~~in lieu of receiving cash consideration in the aggregate amount of $40~~3,~~000,000,~~ ~~which~~4 ~~such~~and ~~Electing Holders otherwise would have been entitled to receive~~5. ~~Additionally,~~The innumber ~~order~~of tovotes ~~facilitate~~cast ~~this~~for ~~liquidity~~or ~~enhancing election~~against, ~~the~~as ~~Sponsor,~~well ~~has~~as ~~agreed~~abstentions toand ~~contribute 600~~broker non-votes,~~000 CTAC Class~~ Bif ~~Ordinary Shares to CTAC~~applicable, ~~which shares will be cancelled by CTAC in conjunction~~ with ~~the~~respect ~~issuance by Pubco of an additional 600,000 shares of Pubco Common Stock~~ to ~~the~~each ~~Electing~~proposal ~~Holders~~is ~~pursuant to the terms and upon the conditions~~ set ~~forth~~out inbelow: ~~the Second Amendment.~~

InProposal ~~addition~~No. 1 ~~and~~— inTo ~~connection~~consider ~~with the Second Amendment, certain advisors of CTAC~~ and ~~KORE~~vote ~~have~~upon ~~agreed~~a ~~separately~~proposal to ~~receive~~approve athe ~~portion~~business ofcombination ~~their~~described ~~fees~~in ~~totaling~~the ~~approximately~~Proxy $2Statement,~~000,000~~ inincluding (a) adopting the ~~form~~Merger ofAgreement ~~Pubco~~and ~~Common~~(b) approving ~~Stock~~the atTransactions aand ~~price~~the ofrelated ~~$10.00~~agreements ~~per~~described ~~share, resulting~~ in the ~~issuance~~Proxy ofStatement—we ~~200,000~~refer ~~additional~~to ~~shares~~this ofproposal ~~Pubco~~as ~~Common~~the ~~Stock~~“business combination proposal”.

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.


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

~~Item 8~~Proposal No.01 2 ~~Other~~— ~~Events~~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 Proxy Statement 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”.

Fortress Commitment Letter


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

~~KORE~~Proposal ~~has obtained from Fortress Credit Corp~~No. 3(~~“Fortress”~~A) ~~a commitment letter~~ -(~~the “Commitment Letter”~~D) ~~pursuant~~— toTo ~~which~~consider ~~Fortress will make additional financing available to KORE, at KORE’s option~~ and ~~subject to certain terms and conditions~~vote, ~~for~~on upa tonon-binding ~~$25~~basis,~~000,000~~ ofon ~~additional~~proposals ~~notes~~with ~~under~~respect ~~the Indenture~~ to ~~entered~~material ~~into~~differences inbetween ~~connection~~KORE’s ~~with~~amended ~~the~~and ~~backstop~~restated ~~financing~~certificate ~~agreement dated as~~ of ~~July 27,~~incorporation ~~2021~~and byamended and ~~among~~restated ~~KORE~~bylaws ~~Wireless~~and ~~Group,~~Pubco’s ~~Inc.,~~amended ~~a Delaware corporation~~ and ~~wholly~~restated ~~owned~~certificate ~~subsidiary~~ of ~~KORE,~~incorporation and anamended ~~affiliate~~and ofrestated ~~Fortress.~~bylaws ~~This~~that ~~commitment~~will ~~can~~ be ~~accepted~~the atcertificate ~~any~~of ~~time~~incorporation ~~after~~and ~~Closing~~bylaws ~~(as~~of ~~defined~~Pubco infollowing the ~~Merger~~Transactions—we ~~Agreement)~~refer ~~and prior~~ to ~~October 2~~these proposals, ~~2021~~collectively, onas the ~~terms~~“advisory ~~and~~organizational ~~subject~~documents toproposals.” ~~the~~Copies ~~conditions~~of ~~set forth in~~ the ~~Commitment~~forms ~~Letter.~~of IfPubco’s ~~accepted,~~amended ~~the~~and ~~commitment~~restated ~~will~~certificate ~~remain~~of ~~available~~incorporation ~~until~~and ~~October 31,~~amended ~~2021.~~and ~~Upon~~restated ~~entering~~bylaws ~~into~~are ~~definitive~~attached ~~documentation~~to ~~after~~ the ~~commitment~~Proxy isStatement ~~accepted,~~as ~~the~~Annex ~~Sponsor~~B ~~has~~and ~~agreed~~Annex ~~to contribute 100~~C,~~000~~ ~~shares~~respectively. ofThe ~~Pubco~~advisory ~~Common~~organizational ~~Stock~~documents toproposals ~~LLC~~are ~~Merger~~being ~~Sub~~presented ~~post-closing,~~separately ~~which~~in ~~shares~~accordance ~~will~~with beSEC ~~transferred~~guidance ~~by LLC Merger Sub~~ to ~~Fortress,~~give asstockholders athe ~~commitment~~opportunity ~~fee, pursuant~~ to ~~the~~present ~~terms~~their ~~and~~separate ~~upon~~views ~~the~~on ~~conditions~~important ~~set~~corporate ~~forth~~governance inprovisions, ~~the~~as ~~Commitment~~4 ~~Letter.~~sub-proposals:

~~Press~~Proposal ~~Release~~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”).

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.


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

~~The~~Proposal ~~option~~No. of3(B) ~~CTAC’s~~— ~~public~~To ~~shareholders~~eliminate ~~to tender and redeem their shares in connection with~~ the ~~business~~ability ~~combination~~for ~~expired~~any ataction ~~5:00~~required ~~p.m.,~~or ~~New~~permitted ~~York~~to ~~City~~be ~~time,~~taken onby ~~September 14,~~Pubco ~~2021.~~common ~~CTAC’s~~stockholders ~~public shareholders have until 5:00 p.m. on Tuesday, September 28, 2021~~ to ~~withdraw~~be ~~their~~effected ~~redemptions. As of the date of this Current Report on Form 8-K, taking into account withdrawals of redemptions received~~ by ~~CTAC~~written ~~following~~consent ~~the~~(“Advisory ~~redemption~~Organizational ~~deadline,~~Document ~~approximately~~Proposal 86B”).~~32%~~ ~~of CTAC’s public shareholders had tendered their shares for redemption.~~

Item 9.01. Financial Statements and Exhibits


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

Proposal No. 3(dC) ~~Exhibits~~— To increase the required stockholder vote threshold to amend the bylaws of Pubco (“Advisory Organizational Document Proposal C”).

The Exhibit Index is incorporated by reference herein.


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

~~Additional~~Proposal ~~Information~~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 ~~Where~~claims to(“Advisory ~~Find~~Organizational ItDocuments Proposal D”).

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.


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

~~The~~Proposal ~~documents~~No. 4 ~~filed~~— byTo ~~CTAC~~consider and ~~Pubco~~vote ~~with~~on ~~the~~a ~~SEC~~proposal ~~may~~to beapprove ~~obtained free of charge at~~ the ~~SEC’s~~Pubco ~~website~~2021 atIncentive ~~www.sec.gov.~~Award InPlan ~~addition,~~ (the ~~documents~~“Incentive ~~filed~~Plan”)—we byrefer ~~CTAC~~to ~~with~~this proposal as the ~~SEC~~“incentive ~~may~~plan beproposal.” ~~obtained~~A ~~free~~copy of ~~charge~~the ~~from~~Incentive ~~CTAC’s~~Plan ~~website~~is atattached ~~www.cerberusacquisition.com or upon written request~~ to ~~Cerberus~~the ~~Telecom~~Proxy ~~Acquisition~~Statement ~~Corp.,~~as ~~875~~Annex ~~Third Avenue, New York, NY 10022~~G.

Participants in Solicitation


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

~~CTAC~~Proposal ~~and~~No. 5 ~~its~~— ~~directors~~To consider and ~~executive~~vote ~~officers~~upon ~~may~~a beproposal ~~deemed~~in toaccordance bewith ~~participants in~~ the ~~solicitation~~applicable provisions of ~~proxies~~Section 312.03 ~~from~~of ~~CTAC’s~~the ~~shareholders~~New inYork ~~connection~~Stock ~~with~~Exchange ~~the~~(“NYSE”) ~~proposed~~Listed ~~transaction.~~Company AManual, ~~list~~to ofissue ~~the~~more ~~names~~than 20% of ~~such~~the ~~directors~~issued and ~~executive~~outstanding ~~officers~~shares ~~and~~of ~~information~~Pubco ~~regarding~~Common ~~their~~Stock ~~interests~~ in connection with the ~~Business~~business ~~Combination~~combination, isincluding, ~~contained~~without inlimitation, the ~~proxy~~PIPE ~~statement/prospectus.~~Investment ~~You~~(as ~~may~~described ~~obtain~~below)—we ~~free~~refer ~~copies~~to ofthis ~~these~~proposal ~~documents~~ as ~~described in~~ the ~~preceding~~“NYSE ~~paragraph~~proposal”.


Votes For	Votes Against	Abstentions
23,118,903	1,541,245	200

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, 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

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) ~~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, (xix) 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~~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 ~~Pubco’s~~the ~~registration~~Proxy ~~statement~~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.

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Second Amendment to the Agreement and Plan of Merger, dated as of September 21, 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.
99.1		Press Release of Cerberus Telecom Acquisition Corp. and KORE, dated September 22, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 22, 2021
Dated: September 29, 2021
	By:	/s/ Michael Palmer
		Name: Michael Palmer
	Name:	Michael Palmer
		Title: Authorized Signatory
	Title:	Authorized Signatory

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