Form DEFA14A Cerberus Telecom Acquisi
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 3)
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☒||Definitive Additional Materials|
|☐||Soliciting Material Pursuant to §240.14a-12|
Cerberus Telecom Acquisition Corp.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
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|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
SUPPLEMENT NO. 3
(to proxy statement/prospectus
dated August 12, 2021)
CERBERUS TELECOM ACQUISITION CORP.
Special Meeting Date
On August 12, 2021, Cerberus Telecom Acquisition Corp. (the Company or CTAC) filed a definitive proxy statement (the Original Prospectus) in connection with the solicitation of proxies for use at the Companys special meeting of shareholders to be held September 16, 2021. This Supplement No. 3 to the Original Prospectus of the Company is being filed for the purpose of further supplementing and updating the information contained in the Original Prospectus, as supplemented or amended, relating to the special meeting of the shareholders described in the Original Prospectus (the Special Meeting), to further postpone the date of the Special Meeting from September 22, 2021 to September 29, 2021.
As a result of this change, the Special Meeting will take place in person at Ugland House, Grand Cayman, KY1- 1104, Cayman Islands, and virtually via live webcast at 10:00 a.m. Eastern Time on September 29, 2021. It can be accessed by visiting https://www.cstproxy.com/ctac/sm2021.
Merger Agreement Amendment
On September 21, 2021, Cerberus Telecom Acquisition Corp. (CTAC) entered into that certain Second Amendment (the Second Amendment) to the Agreement and Plan of Merger, dated as of March 12, 2021, as amended on July 27, 2021 (as further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, 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 Maple Holdings Inc. (KORE).
Pursuant to the Second Amendment, in order to increase the liquidity of the post-closing public company (Pubco) following completion of the business combination, certain preferred stockholders of the ultimate parent company of KORE (the Electing Holders), have elected to receive payment consisting of 4,000,000 shares of common stock of Pubco, par value $0.0001 per share (Pubco Common Stock) to be issued by Pubco at $10.00 per share, in lieu of receiving cash consideration in the aggregate amount of $40,000,000, which such Electing Holders otherwise would have been entitled to receive. Additionally, in order to facilitate this liquidity enhancing election, Cerberus Telecom Acquisition Holdings, LLC, (the Sponsor), has agreed to contribute 600,000 CTAC Class B Ordinary Shares to CTAC, which shares will be cancelled by CTAC in conjunction with the issuance by Pubco of an additional 600,000 shares of Pubco Common Stock to the Electing Holders pursuant to the terms and upon the conditions set forth in the Second Amendment.
Fortress Commitment Letter
As an additional source of liquidity, KORE has obtained from Fortress Credit Corp. (Fortress) a commitment letter (the Commitment Letter) pursuant to which Fortress will make additional financing available to KORE, at KOREs option and subject to certain terms and conditions, in the aggregate amount of up to $25,000,000 of additional notes under the Indenture to entered into in connection with the backstop financing agreement dated as of July 27, 2021 by and among KORE Wireless Group, Inc., a Delaware corporation and wholly owned subsidiary of KORE, and an affiliate of Fortress. This commitment can be accepted at any time after Closing (as defined in the Merger Agreement) and prior to October 2, 2021 on the terms and subject to the conditions set forth in the Commitment Letter. If accepted, the commitment will remain available until October 31, 2021.
Other than as set forth in this supplement, the information contained in the Original Prospectus, as supplemented or amended, including the proposals described therein, remain unchanged. This supplement should be read in conjunction with the Original Prospectus, as supplemented or amended, which contains important information about the Company, the Special Meeting and the proposals on which our shareholders are being asked to vote at the Special Meeting, including, without limitation, those proposals relating to the proposed business combination contemplated by the Merger Agreement. If there is any inconsistency between the information in the Original Prospectus and this supplement, you should rely on the information in this supplement. We urge you to read the Original Prospectus, as supplemented or amended, carefully.
The Company plans to continue to solicit proxies from public shareholders during the period prior to the Special Meeting. Only the holders of record of CTACs ordinary shares as of the close of business on August 9, 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting.
The date of this supplement is September 22, 2021
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