United States securities and exchange commission logo





                           May 7, 2021

       Nicholas P. Robinson
       Chief Executive Officer
       King Pubco, Inc.
       875 Third Avenue
       New York, NY 10022

                                                        Re: King Pubco, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed April 8, 2021
                                                            File No. 333-255121

       Dear Mr. Robinson:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Cover Page

   1.                                                   Please revise the cover
page so that the focus is less on the mechanics and legal
                                                        description of the
transactions and more on highlighting that you have entered into a
                                                        business combination
transaction with Maple Holdings Inc. (   KORE   ). Clearly disclose
                                                        the maximum cash and
King Pubco, Inc. ("Pubco") common shares the equity holders of
                                                        KORE may receive and
the total number of Pubco common shares and warrants to be
                                                        issued to the equity
holders of Cerberus Telecom Acquisition Corp. (   CTAC   ). In
                                                        addition, disclose the
PIPE transaction that will occur concurrently with the business
                                                        combination and the
minimum cash condition to the transactions.
 Nicholas P. Robinson
FirstName  LastNameNicholas P. Robinson
King Pubco,  Inc.
Comapany
May  7, 2021NameKing Pubco, Inc.
May 7,
Page 2 2021 Page 2
FirstName LastName
Questions and Answers
What equity stake will current stockholders of KORE and the PIPE Investors hold
in Pubco after
the closing?, page 11

2.       We note that you disclose the equity stake of stockholder groups
assuming no redemption
         by CTAC's public stockholders. Please revise to also disclose the
equity stake of these
         groups assuming maximum redemption by CTAC's public stockholders.
What conditions must be satisfied to complete the business combination?, page
12

3.       Please clarify that closing conditions, including the PIPE investment,
may be waived by
         the parties. Further, clarify how you will notify shareholders if the
closing conditions are
         waived or if the PIPE investment is materially altered.
What happens if a substantial number of public shareholders vote in favor of
the business
combination proposal ..., page 15

4.       Please briefly explain the minimum cash consideration amounts and
clarify that the
         amount of SPAC share redemptions does not affect the number of Pubco
shares issuable
         or cash paid to KORE shareholders.
How Does the Sponsor Intend to Vote on the Proposals?, page 16

5.       In light of the fact that the SPAC Sponsor has agreed to vote its
shares of common
         stock to approve the merger and related proposals, please disclose the
percentage of non-
         affiliated public shares that are needed to approve the merger by
majority vote assuming
         all CTAC outstanding shares are voted and assuming only a quorum of
CTAC shares are
         present.
Summary of the Proxy Statement/Prospectus
Information About KORE, page 20

6.       We note your disclosure here of Adjusted EBITDA. Please revise to
disclose the
         comparable GAAP measure of net loss with equal or greater prominence.
Similar
         revisions should be made to the disclosures in the Information about
KORE's business
         section. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Non-
         GAAP Compliance and Disclosure Interpretations.
Participation in 5G Adoption, page 25

7.       In your risk factors section, you discuss the risks and challenges
related to the shift from
         older technology such as 2G or 3G to 5G mobile technology. Please
clarify the current
         state of this transition in the industry and with your customers.
Clarify the extent to which
         you currently derive revenue from 5G, 4G, and older 2G or 3G devices
and connections.
 Nicholas P. Robinson
FirstName  LastNameNicholas P. Robinson
King Pubco,  Inc.
Comapany
May  7, 2021NameKing Pubco, Inc.
May 7,
Page 3 2021 Page 3
FirstName LastName

The Parties, page 28

8.       Please add a section to describe your SPAC Sponsor as a party to the
business
         combination and clarify its affiliation with Cerberus Capital
Management. Further, please
         clarify if any PIPE investor is anticipated to be a principal
stockholder post-business
         combination.
The Business Combination Proposal, page 29

9.       Please consider adding a section here or in your Q&A section that
describes the sources
         and uses of cash similar to the disclosure provided on page 163, but
accounting for both
         no and max redemption scenarios.
10.      Please clarify that the Pubco warrants will contain a redemption
provision that will allow
         you to redeem them for as low as $0.01 per warrant if the share price
is above $18, and
         $0.10 warrant if the share price is between $10 and $18 per share.
Consider adding a risk
         factor as well.
Company Holders Support Agreement, page 30

11.      You indicate that, pursuant to the Company Holders Support Agreements,
certain KORE
         Stockholders agreed to obtain written consent approving the Merger
Agreement and the
         Transactions as soon as reasonably practicable after effectiveness of
this registration
         statement. Tell us who will provide the written consents, their
relationship to KORE and
         the voting power represented by their interests in KORE. Also tell us
the number and
         nature of KORE holders who will be not providing written consents.
Risk Factors
KORE's management has identified internal control deficiencies..., page 82

12.      We note your discussion of significant deficiencies and potential
material weaknesses
         identified in connection with the preparation of your financial
statements. Please revise to
         clarify what remains to be completed in your remediation plan, if
anything. Also,
         disclose how long you estimate it will take to complete your
remediation plan and any
         material costs you have, or expect to incur.
The provision of Pubco's amended and restated certificate of incorporation
requiring exclusive
forum..., page 101

13.      Please expand your risk factor to address that Section 22 of the
Securities Act provides
         concurrent jurisdiction for Securities Act claims to both state and
federal courts. Since
         your exclusive forum provision provides for federal courts to have
exclusive jurisdiction
         over Securities Act claims, please briefly discuss the uncertainty as
to whether this
         provision is enforceable and that investors cannot waive compliance
with the federal
         securities laws and the rules and regulations thereunder.
 Nicholas P. Robinson
King Pubco, Inc.
May 7, 2021
Page 4
Certain Forecasted Financial Information for KORE, page 156

14.      On page 159, you indicate the board viewed public trading multiples of
total revenues and
         adjusted EBITDA of benchmark companies as    as the most relevant
financial metrics to
         assist in the valuation of KORE.    Please explain the basis for the
belief that the enterprise
         value over total revenues and adjusted EBITDA multiples were the most
relevant financial
         metrics and clarify whether the board considered other valuation
methods or other
         financial projections from management. Further, please clarify whether
the board
         received other financial projections, such as the ones mentioned on
page 148.
15.      With respect to your benchmark companies multiples provided in the
tables on page 159,
         you note such information is based on data gathered on March 15, 2021,
including from
         annual and quarterly reports and other sources such as Bloomberg and
IBES Estimates.
         We note that annual and quarterly reports contain historical
information, while IBES
         Estimates and other sources contain future estimates of performance or
value. Please
         clarify how the benchmark data was calculated and if the enterprise
value was based on
         current or recent market prices or projections to 2022, and similarly
if the revenue and
         adjusted EBITDA were based on historical information, company or
analyst projections
         for 2022, or projections determined by your board with consultation
with your advisors.
16.      We note the revenue projections for KORE show an acceleration of
revenue growth for up
         to 24% by 2025. Please provide the basis for these revenue growth
projections, including
         how they relate to past performance, and the assumptions used by KORE
management for
         why they believe these growth rates were appropriate.
17.      We note that the projections include Total Connections and Go Forward
Connections.
         Please provide a more detailed explanation of what these terms mean.
For example, it is
         not clear whether these metrics refer to the number of carriers,
customers or devices that
         connect to your platform for connectivity services. We note that these
metrics are not
         discussed in the disclosure about KORE's business or in KORE
management   s discussion
         and analysis.
U.S. Federal Income Tax Considerations, page 169

18.      You indicate that you intend for the Pubco Merger to qualify as a
tax-free F
         Reorganization. Therefore, please file an opinion of counsel
supporting such a
         conclusion. Refer to Item 601(b)(8) of Regulation S-K.
Information about KORE
Overview,
FirstName page 196
          LastNameNicholas P. Robinson
Comapany
19.       NameKing
      Please  revise to Pubco,
                        discloseInc.
                                 the actual number of customers and devices for
each reported
May 7,period.
       2021 Page 4
FirstName LastName
 Nicholas P. Robinson
FirstName  LastNameNicholas P. Robinson
King Pubco,  Inc.
Comapany
May  7, 2021NameKing Pubco, Inc.
May 7,
Page 5 2021 Page 5
FirstName LastName
Customers and Key Partners, page 203

20.      You disclose that KORE   s largest customer comprises approximately
17% of KORE   s
         total revenues for fiscal year 2020. Please advise us whether Pubco
will be substantially
         dependent upon KORE   s agreements with this customer, pursuant to
Item 601(b)(10) of
         Regulation S-K. Similarly, you describe    strategic technology,
development, and
         marketing relationships with several of [KORE   s] customers and
partners.    Please clarify
         if any of these relationships involve material agreements or generate
material amounts of
         revenue or expenditures, either directly or through reseller or
distribution agreements. If
         so, please describe the terms of such agreements.
KORE's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Overview, page 209

21.      You disclose that customer churn is an important driver for your
revenue. Further, you
         include various metrics in your investor presentation located on your
website, such as
         churn from go-forward customers, one time churn, number of connected
devices, percent
         of revenue that is recurring, top 25 customer CAGR, growth in SIM
count, average SIM
         count, and growth in total contract value of wins. Please tell us what
consideration was
         given to including a quantified discussion of these or any other key
metrics used by
         management. Refer to Section III.B of SEC Release No. 33-8350 and SEC
Release
         No. 33-10751.
22.      We note disclosure regarding the implementation of your strategic
plan, which includes
         the costs to re-write your core technology platform and expenses
incurred to design
         certain new IoT solutions and "go-to-market" capabilities. Please
revise your Overview
         section to discuss this plan in more detail and the impact it has had,
and is expected to
         have, on trends in your operations. Lastly, revise your results of
operations discussion
         to quantify any impact, if material. Refer to Item 303 of Regulation
S-K.
Results of Operations for the Years Ended December 31, 2020 and 2019, page 213

23.      You attribute the changes in certain revenue and expense line items
over the reporting
         periods to multiple factors. Where multiple factors are cited, please
expand your
         discussion of the results of operations to quantify the amount
attributed to each underlying
         factor that you identified. Please refer to Section III.D of SEC
Release No. 33-6835.
 Nicholas P. Robinson
FirstName  LastNameNicholas P. Robinson
King Pubco,  Inc.
Comapany
May  7, 2021NameKing Pubco, Inc.
May 7,
Page 6 2021 Page 6
FirstName LastName
Liquidity and Capital Resources, page 215

24.      Please revise your discussion of future liquidity and capital resource
requirements
         to analyze material long term cash requirements from known contractual
and other
         obligations. Specify the type of obligation and the relevant period
for the related cash
         requirements, discuss the anticipated source of funds needed to
satisfy such obligations
         and any reasonably likely material changes in the mix and relative
cost of such resources.
         Refer to Item 303(b)(1) of Regulation S-K.
Non-GAAP Financial Measures, page 217

25.      We note your non-GAAP measure excludes costs related to transformation
expenses.
         Please provide additional information as to what types of expenses are
included in this
         adjustment. Also, tell us how you considered the guidance in Question
100.01 of the
         Non-GAAP Compliance and Disclosure Interpretations when adjusting for
these expenses
         given the nature of your business.
26.      We note your discussion of acquisition and integration-related
restructuring costs in your
         measure of Adjusted EBITDA. Please provide a breakdown of the type and
amount of
         specific costs included in the adjustment. To the extent material,
revise management's
         discussion and analysis to provide the disclosures required by SAB
Topic 5.P.4 for your
         restructuring activities and include the disclosures required by ASC
420-10-50-1 in your
         financial statements.
27.      To the extent there are any material offsetting amounts included in
your "other
         adjustment" line item, please disclose the types and amounts of items
that comprise this
         line item.
Unaudited Pro Forma Combined Financial Information
Introduction, page 238

28.      We note that the analysis of the relative voting rights for purposes
of determining the
         accounting acquirer in this transaction excludes the CTAC warrants,
which are not
         exercisable and are out of the money at the date of the business
combination. Please
         address the following:
             Further explain your basis for excluding the CTAC warrants. In
this regard, while
             they are not currently exercisable, they become exercisable within
30 days of a
             business combination.
             Tell us how you determined that the warrants were out of the money
at the business
             combination date, as that date has not yet occurred.
             If the warrants were to be considered in your analysis, tell us
whether that would
             change your conclusion under either the minimum or maximum
redemption scenario
             and if not explain why not.
             Tell us whether any of the PIPE investors would be considered
related parties to
             either KORE or CTAC and if so, how this was considered in your
analysis.
 Nicholas P. Robinson
FirstName  LastNameNicholas P. Robinson
King Pubco,  Inc.
Comapany
May  7, 2021NameKing Pubco, Inc.
May 7,
Page 7 2021 Page 7
FirstName LastName
         Refer to ASC 805-10-25-5.
29.      We note your pro forma financial statements have been prepared
assuming CTAC
         shareholders holding 13.9 million of the public shares will exercise
their redemption
         rights; however, it appears that 24.7 million shares are subject to
redemption. Please
         revise both here and throughout the filing to clarify whether you have
additional financing
         available to ensure you will meet the cash requirements of the Merger
or confirm whether
         the Merger will not be consummated if more than 54% of CTAC
shareholder's opt to
         redeem their shares. Also, to the extent necessary, revise to provide
additional pro forma
         information that give effect to additional redemptions and financing.
Refer to Article 11-
         02(a)(10) of Regulation S-X.
30.      Please disclose the per share exchange ratio for KORE common stock,
Series C preferred
         stock, warrants and options and the total number of Pubco shares being
issued for each.
         Refer to Article 11-02(a)(8) of Regulation S-X.
Beneficial Ownership of Securities, page 268

31.      Please provide the beneficial ownership of KORE prior to the business
combination.
Maple Holdings Inc. Audited Financial Statements
Consolidated Statements of Operations, page F-28

32.      We note that hardware revenue exceeded 10% of total revenue in fiscal
2020. Please
         revise to separately present revenue and related cost of revenue for
products sales in your
         statement of operations. Refer to Rule 5-03(b) of Regulation S-X.
33.      We note that your cost of revenue excludes depreciation and
amortization expense and
         that you also present a gross profit subtotal which excludes the
effects of these expenses.
         Please tell us how your presentation complies with the guidance in SAB
Topic 11.B. In
         this regard, if you do not allocate any depreciation and amortization
to cost of revenue,
         you should remove the gross profit subtotal from your statements of
operations and re-
         label the cost of revenue line item throughout the filing where
necessary to indicate that it
         excludes depreciation and amortization. MD&A should be revised to
reflect the impact of
         any reclassification in your financial statements.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-33

34.      You disclose that your connectivity contracts are generally short-term
in nature
         (i.e., month-to-month arrangements). Please reconcile this information
with your
         disclosure on page 198 that certain of these contracts are multi-year
contracts with
         automatic renewals. Also, disclose any cancellation or termination
provisions in your
         contracts, such as the ability to cancel without substantive fees or
costs.
35.      We note that you account for device and other hardware sales as
separate contracts since
         the customer is not obligated to purchase additional services when
committing to the
 Nicholas P. Robinson
King Pubco, Inc.
May 7, 2021
Page 8
      purchase of any products. Please tell us how you considered ASC
606-10-25-9 when
      concluding the contracts should be accounted for separately.
36.   Please disclose the estimates, method and assumptions used to determine
standalone
      selling price for each performance obligation. Refer to ASC
606-10-50-20(c).
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Rebekah, Senior Staff Accountant, at (202) 551-3303 or
Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.



                                                           Sincerely,
FirstName LastNameNicholas P. Robinson
                                                           Division of
Corporation Finance
Comapany NameKing Pubco, Inc.
                                                           Office of Technology
May 7, 2021 Page 8
cc:       Neil Whoriskey, Esq.
FirstName LastName