S-4/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-4/A 1 d166461ds4a.htm S-4/A S-4/A

As filed with the Securities and Exchange Commission on June 28, 2021

Registration No. 333-255121

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KING PUBCO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39647

86-3078783

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification No.)

875 Third Avenue New York, New York 10022

(212) 891-2100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Nicholas P. Robinson

Chief Executive Officer

875 Third Avenue New York, New York 10022

(212) 891-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Neil Whoriskey, Esq.

Scott Golenbock, Esq.

Iliana Ongun, Esq.

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5000

Joshua Kogan, P.C.

Joshua Korff, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.0001 per share^{(2) (3)}	67,814,463	$9.96⁽⁶⁾	$675,432,051.48⁽⁶⁾	$73,689.64
Warrants⁽⁴⁾	8,911,745	$1.03⁽⁷⁾	$9,179,097.35⁽⁷⁾	$1,001.44
Common stock, par value $0.0001 per share⁽²⁾⁽⁷⁾	8,911,745	$11.50⁽⁹⁾	$102,485,067.50	$11,181.12
Total			$787,096,216.33	$85,872.20⁽¹⁰⁾

(1)

All securities being registered will be issued by King Pubco, Inc. (“Pubco”), a Delaware corporation, after giving effect to the Pubco Merger and the Transactions (as defined in this Proxy Statement/Prospectus), pursuant to which, as described further, the continuing entity following the business combination, which will be renamed KORE Group Holdings, Inc. Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (“Sponsor”) and affiliate of Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“CTAC”), formed Pubco and Pubco formed King LLC Merger Sub, LLC, a Delaware limited liability company (“LLC Merger Sub”) and direct, wholly owned subsidiary of Pubco. Sponsor formed King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of Sponsor. On the day immediately prior to the Closing Date (as defined in this Proxy Statement/Prospectus) and as more fully described in this Proxy Statement/Prospectus, including pursuant to the plan of merger in substantially the form of Annex I to this Proxy Statement/Prospectus (the “Pubco Plan of Merger”), CTAC will merge with and into LLC Merger Sub (the “Pubco Merger”), with LLC Merger Sub being the surviving entity of the Pubco Merger (as a result of which (i) each class A ordinary share of CTAC, par value $0.0001 (“CTAC Class A ordinary shares”) 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 (“Pubco Common Stock”) of Pubco on identical terms, (ii) each class B ordinary share of CTAC, par value $0.0001 (“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 full outstanding warrant (“CTAC warrant”) to purchase CTAC Class A ordinary shares outstanding immediately prior to the Pubco Merger will become a warrant of Pubco (“Pubco warrant”) exercisable for shares of Pubco Common Stock on identical terms.

(2)	Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The number of shares of Pubco Common Stock being registered represents the sum of (a) 33,214,463 shares of Pubco Common Stock to be issued upon consummation of the Pubco Merger in exchange for outstanding CTAC Class A ordinary shares (including private placement shares) and CTAC Class B ordinary shares and (b) 34,600,000 shares of Pubco Common Stock to be issued upon Closing to holders of shares of common stock, Series C preferred stock and warrants of KORE as well as in respect of the Option Share Consideration, as described herein.

(4)

The number of warrants being registered includes (i) 8,638,966 warrants to acquire CTAC Class A ordinary shares that were sold as part of the units in CTAC’s initial public offering and (ii) 272,779 warrants to acquire CTAC Class A ordinary shares that were originally sold to the Sponsor in a private placement. All such CTAC warrants will automatically convert into Pubco warrants to acquire shares of Pubco Common Stock in connection with the business combination described in the proxy statement/prospectus forming part of this registration statement.

(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of CTAC Class A ordinary shares, on the New York Stock Exchange on April 5, 2021 ($9.96 per share of CTAC’s Class A ordinary shares) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(6)

Estimated solely for the purpose of calculating the registration fee, in the case of the based on the average of the high and low prices of the CTAC Class A ordinary shares on the New York Stock Exchange on April 2, 2021 ($9.96 per share), in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(7)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the CTAC warrants on the New York Stock Exchange on April 5, 2021 ($1.03 per warrant), in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(8)	Reflects the shares of Pubco Common Stock that may be issued upon exercise of the Pubco warrants.

(9)	Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the Pubco warrants.

(10)	The filing fee has been previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JUNE 28, 2021

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 (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 September 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 , 2021, and is first being mailed to CTAC’s shareholders on or about , 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 and via live webcast at Eastern Time, on , 2021, at or such other date and at such other place to which the meeting may be adjourned. The special meeting can be accessed by visiting , 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 (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 September 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 at the close of business on , 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 and Pubco have reached a preliminary, non-binding understanding with a prospective lender on the key terms of potential backstop financing (the “Backstop Financing”) that would be available, 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 arising as a result of redemptions by CTAC public shareholders. Such a shortfall could arise in the event such redemptions 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 equal to any amount drawn under the Backstop Financing. 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

Nicholas P. Robinson

Director

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

CERBERUS TELECOM ACQUISITION CORP.

875 Third Avenue

New York, NY 10022

NOTICE OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 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 and via live webcast at Eastern Time, on , 2021, at . The special meeting can be accessed by visiting , 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 (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 , 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


		Nicholas P. Robinson
		Director

, 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		54

KORE’s Summary Historical Financial Information		56

Summary Unaudited Pro Forma Combined Financial Information		59

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		238

Management of Pubco Following the Business Combination		258

Executive Compensation		265

Unaudited Pro Forma Combined Financial Information		273

Description of Securities		287

Description of Certain Indebtedness		301

Market Price and Dividend Information		304

Beneficial Ownership of Securities		305

Certain Relationships and Related Person Transactions		309


	Page

Securities Act Restrictions on Resale of Securities		313

Dissenters’ Rights		315

Submission of Shareholder Proposals		315

Future Shareholder and Stockholder Proposals		315

Legal Matters		317

Experts		317

Other Shareholder Communications		317

Delivery of Documents to Shareholders		317

Where You Can Find More Information		318

Index to Financial Statements		F-1

Annexes

Annex A—Merger Agreement

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.

iii

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 Financing” means the backstop financing to be provided by a prospective lender to help satisfy the minimum cash condition at Closing.

“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, 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.”

•

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.

•

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.

•

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).

•

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 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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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

•

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”;

•

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

•

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 (“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

•

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

•

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

•

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.”

•

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 Shareholder 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 2021 at which directors are elected, each Class II director shall have a term that expires 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 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?

A.	The special meeting will be held at and via live webcast on , 2021 at Eastern Time at . The special meeting can be accessed by visiting , 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.

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		123.0
			Estimated fees and expenses⁽²⁾		44.9

			Total	$	903.2

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

(2)	$11.8 million accrued and an estimated $33.1 million to incur as of March 31, 2021

Assuming Maximum Redemptions without 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

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.


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		3.8
			Estimated fees and expenses⁽²⁾		44.9

			Total	$	903.2

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

(2)	$11.8 million accrued and an estimated $33.1 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		1.8
			Estimated fees and expenses⁽²⁾		46.9

			Total	$	998.7

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

(2)	$11.8 million accrued and an estimated $35.1 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 additional shares of Pubco Common Stock.

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 and Pubco have reached a preliminary, non-binding understanding with a prospective lender on the key terms of potential backstop financing (the “Backstop Financing”) that would be available, 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 arising as a result of redemptions by CTAC public shareholders. Such a shortfall could arise in the event such redemptions 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 equal to any amount drawn under the Backstop Financing. 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, 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 , 2021, the record date for the special meeting. As of the close of business on the record date, there were outstanding CTAC Class A ordinary shares and 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 $ or $ per share, as of , 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.

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.

shortfall in the minimum cash condition arising as a result of redemptions by CTAC public shareholders. Such a shortfall could arise in the event such redemptions 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 equal to any amount drawn under the Backstop Financing. 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 , 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?

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?

A.	The special meeting will be held at and via live webcast at Eastern Time, on , 2021, at . The special meeting can be accessed by visiting , 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 , 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.

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

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.

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

•

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:

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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

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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

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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

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

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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:

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KORE’s Connectivity Services:

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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 lender(s) 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

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. 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 and Pubco have reached a preliminary, non-binding understanding with a prospective lender on the key terms of potential backstop financing (the “Backstop Financing”) that would be available, 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 arising as a result of redemptions by CTAC public shareholders. Such a shortfall could arise in the event such redemptions 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 equal to any amount drawn under the Backstop Financing. The Backstop Notes are expected to 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, are expected to 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 would 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 or shares, at KORE’s election. The Backstop Notes would be subject to resale registration rights and covenants customary for financings of this type, including an incurrence based total leverage covenant.

In the event that KORE enters into the Backstop Financing, CTAC and KORE would amend the Merger Agreement to, among other things, permit KORE to enter into the Backstop Financing and to provide that the Backstop Notes will be exchangeable into shares of Pubco Common Stock following the Merger. There can be no assurance that the Backstop Financing will be completed on these terms or at all. The terms and conditions of the Backstop Financing described herein have not been finalized and are therefore subject to change. 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

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 , 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 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) 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.


	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.

Pubco will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Pubco Common Stock issuable upon exercise of the warrants is then effective and a 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;

•

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 ”;

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 and via live webcast at Eastern Time, on , 2021, at . The special meeting can be accessed by visiting , 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 , 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 CTAC ordinary shares outstanding, of which 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 , 2021, the record date for the special meeting, this would amount to approximately $ 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 $ based upon the closing price of $ per share on the NYSE on , 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 warrants had an aggregate market value of $ based upon the closing price of $ per private placement unit on the NYSE on , 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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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;

•

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;

•

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);

•

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

•

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);

•

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

•

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.

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.

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:

•

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.

•

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.

•

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.

•

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.

•

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

•

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

•

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

•

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.

•

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.

•

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

•

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

•

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.

•

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

•

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.

•

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

•

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

•

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

•

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.

•

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.

•

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

•

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:
Connectivity services	$	40,720		$	38,398		$	158,748		$	150,358
IoT solutions		14,577			11,580			55,012			18,794

Total revenues		55,297			49,978			213,760			169,152
Cost of revenues:
Cost of connectivity services		15,332			16,197			63,706			56,139
Cost of IoT solutions		9,040			6,247			34,224			7,526

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		13,144			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.

•

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.

•

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 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	)	$	(0.10	)
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 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	$	(0.36	)	$	(0.44	)	$	(0.59	)
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 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	$	824,653	$	705,473	$	703,473
Total liabilities	$	356,378	$	375,923	$	469,462
Total stockholders’ equity	$	468,275	$	329,550	$	234,011

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 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 any additional financing arrangements, 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 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.

•

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 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		$	5.19		$	4.31		$	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	)	$	(0.10	)
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;

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

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our dependence on wireless telecommunication operators delivering acceptable wireless services;

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

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

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

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

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conducting business abroad, including foreign currency risks;

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

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our ability to make focused investments in research and development;

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

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

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

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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;

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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;

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

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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;

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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;

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costs related to the business combination;

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

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

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

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

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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 $ based upon the closing price of $ per share on the NYSE on , 2021, the record date for the special meeting.

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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 $ million 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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