Form 8-K KING LLC MERGER SUB, For: Sep 29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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

 

 

KING LLC MERGER SUB, LLC

(Exact name of registrant as specified in its charter)

 

Delaware		001-39647		98-1556740
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

875 Third Avenue New York, NY		10022
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

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

 

 

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

 

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

 

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

 

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

 

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

 

Securities

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Emerging growth company  ☒

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

 

 

 

INTRODUCTORY NOTE

As previously announced, KORE Group Holdings, Inc. (f/k/a King Pubco, Inc. “Pubco”), a Delaware corporation, Cerberus Telecom Acquisition Corp., a Delaware corporation (“CTAC”), King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company, and Maple Holdings Inc. (“KORE”), a Delaware corporation entered into an Agreement and Plan of Merger dated March 12, 2021, as amended on July 27, 2021 and September 21, 2021 (the “Merger Agreement”).

As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 29, 2021, CTAC held a special meeting, at which CTAC’s shareholders voted to approve the proposals outlined in the proxy statement filed by CTAC with the SEC on August 13, 2021 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement.

As previously reported on the Current Report on Form 8-K filed by Pubco with the SEC on October 6, 2021, on September 29, 2021, CTAC merged 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.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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

Additionally, LLC Merger Sub, as the surviving entity of the Pubco Merger, intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the units, ordinary shares and warrants of CTAC under Section 12(g) of the Exchange Act and the suspension of LLC Merger Sub’s, as the surviving entity of the Pubco Merger, reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Pubco Merger, on September 29, 2021, CTAC adopted the certificate of formation of LLC Merger Sub and the limited liability company agreement of LLC Merger Sub in effect immediately prior to the Pubco Merger. Copies of the certificate of formation of LLC Merger Sub and the limited liability company agreement of LLC Merger Sub are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

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

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

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

Forward-Looking Statements Legend

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between LLC Merger Sub, CTAC and KORE, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, the anticipated terms of the transaction and the satisfaction of closing conditions to the transaction. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are projections and other statements about future events that are based on current expectations and assumptions and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of factor probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of LLC Merger Sub, CTAC and KORE. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. You should carefully consider these factors and the other risks and uncertainties described in the “Risk Factors” section of the Proxy Statement and other documents filed by CTAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither LLC Merger Sub, CTAC nor KORE presently know or that LLC Merger Sub, CTAC and KORE currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. LLC Merger Sub, CTAC and KORE anticipate that subsequent events and developments will cause LLC Merger Sub’s, CTAC’s and KORE’s assessments to change. Readers are cautioned not to put undue reliance on forward-looking statements, and LLC Merger Sub, CTAC and KORE assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither LLC Merger Sub, CTAC nor KORE gives any assurance that either LLC Merger Sub, CTAC or KORE will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements.

SIGNATURE

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

 

				KING LLC MERGER SUB, LLC
Dated: October 26, 2021
				By:		/s/ Michael Palmer
						Name: Michael Palmer
						Title: Authorized Signatory

Exhibit 3.1

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “KING LLC MERGER SUB, LLC”, FILED IN THIS OFFICE ON THE FIFTH DAY OF MARCH, A.D. 2021, AT 4:17 O`CLOCK P.M.    

 

5389240 8100 SR# 20210816907				Authentication: 202664815
				Date: 03-05-21
You may verify this certificate online at corp.delaware.gov/authver.shtml

 

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State of Delaware             Secretary of Sate         Division of Corporations     Delivered 04:17 PM 03/05/2021       FILED 04:17 PM 03/05/2021 SR 20210816907 - File Number 5389240		Execution Version

CERTIFICATE OF FORMATION

OF

KING LLC MERGER SUB, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

 

1.

The name of the limited liability company is King LLC Merger Sub, LLC.

 

2.

The address of its registered office in the State of Delaware is: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

 

3.

The name of its registered agent at such address is The Corporation Trust Company.

 

4.

This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of King LLC Merger Sub, LLC this 5^th day of March, 2021.

 

Exhibit 3.2

Execution Version

LIMITED LIABILITY COMPANY AGREEMENT

OF

KING LLC MERGER SUB, LLC

This Limited Liability Company Agreement (this “Agreement”) of King LLC Merger Sub, LLC (the “Company”) is entered into this 5^th day of March, 2021 by King Pubco, Inc., a Delaware corporation (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).

WHEREAS, the Company was formed as a limited liability company pursuant to the Act by filing a Certificate of Formation with the Secretary of State of the State of Delaware on March 5, 2021.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member agrees as follows.

1.     Name. The name of the limited liability company governed hereby is King LLC Merger Sub, LLC.

2.     Certificates. The Member or any Officer (as hereinafter defined) shall be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) (a) to be filed in the office of the Secretary of State of the State of Delaware, or (b) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The Certificate of Formation of the Company filed on or prior to the date hereof with the Secretary of State of the State of Delaware has been executed, delivered and filed by an “authorized person” of the Company within the meaning of the Act.

3.     Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4.     Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including, without limitation, Section 13.

5.     Principal Business Office. The principal place of business and office of the Company shall be located, and the Company’s business shall be conducted from 875 THIRD AVENUE, 11TH FLOOR, NEW YORK, NY 10022 or such other place or places as may hereafter be determined by the Member.

6.     Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or such other registered office as may hereafter be determined by the Member.

7.     Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or such other registered agent as may hereafter be determined by the Member.

8.     Name and Mailing Address of the Member. The name and the mailing address of the Member are as follows:

 

Name		Address
King Pubco, Inc.		875 THIRD AVENUE, 11TH FLOOR, NEW YORK, NY 10022

9.     Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 20 of this Agreement.

10.     Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11.     Capital Contributions. The Member has subscribed for 100% of the membership interests of the Company by making a capital contribution to the Company. The Member may make additional contributions or cash or property to the Company at such times and in such amounts as the Member shall determine.

12.     Distributions. Distributions shall be made to the Member at such times and in such amounts as may be determined in the sole discretion of the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

13.     Management. Subject to the limitations provided in this Agreement, the Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company.

 

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Any action taken by the Member on behalf of the Company shall constitute the act of and serve to bind the Company. In dealing with the Member acting on behalf of the Company, no person or entity shall be required to inquire into the authority of the Member to bind the Company. Persons and entities dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement.

14.     Officers.

(a)     The Member may, from time to time as he, she or it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, Treasurer and Authorized Person) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member.

(b)     Any such Officer shall act pursuant to such delegated authority until such officer is removed by the Member. Any action taken by an Officer designated by the Member shall constitute the act of and serve to bind the Company. In dealing with the Officers acting on behalf of the Company, no person or entity shall be required to inquire into the authority of the Officers to bind the Company. Persons and entities dealing with the Company are entitled to rely conclusively on the power and authority of any officer set forth in this Agreement and any instrument designating such officer and the authority delegated to him or her.

15.     Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.     Exculpation and Indemnification. None of the Member or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s fraud, gross negligence or willful misconduct. To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of fraud, gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

 

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17.     Expenses. The Company shall pay for all expenses incurred in connection with the operation of the Company’s business. The Member and the Officers, employees and agents of the Company shall be entitled to receive out of the Company funds reimbursement of all Company expenses expended by such persons.

18.     Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.     Assignments. The Member may transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest, as determined in its sole discretion.

20.     Dissolution.

(a)     The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, and (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b)     In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the priority, set forth in Section 18-804 of the Act.

21.     Fiscal Year. The fiscal year of the Company shall be the calendar year.

22.     Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23.     Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

24.     Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

25.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. In the event this Agreement shall be amended pursuant to this Section 25, the Member shall amend the Certificate of Formation of the Company to reflect such change if it deems such amendment of the Certificate of Formation of the Company to be necessary or appropriate.

26.     Captions. The captions of the respective Articles and Sections of this Agreement are inserted for convenience of reference only and will not affect the meaning of the provisions of this Agreement.

 

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27.     Tax Treatment. The Company is intended to be treated as a disregarded entity for U.S. federal income Tax purposes and will (i) file its income tax returns consistent with such treatment, and (ii) will not take any action inconsistent with such treatment.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

[SIGNATURE PAGE TO KING LLC MERGER SUB, LLC AGREEMENT]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

[SIGNATURE PAGE TO KING LLC MERGER SUB, LLC AGREEMENT]

[SIGNATURE PAGE TO KING LLC MERGER SUB, LLC AGREEMENT]

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