United States securities and exchange commission logo
June 9, 2021
Nicholas P. Robinson
Chief Executive Officer
King Pubco, Inc.
875 Third Avenue
New York, NY 10022
Re: King Pubco, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-255121
Dear Mr. Robinson:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
7, 2021 letter.
Amendment No. 1 to Form S-4
Certain Forecasted Financial Information for KORE, page 163
1. We note your responses
to prior comment 16 and 17 regarding your projected growth
rates and the use of
Total Connections and Go Forward Connections in determining these
growth rates. Please
incorporate your response to prior comment 16 in your discussion of
revenue growth rate
projections. Further, please clarify how the Total Connections and
Go Forward Connections
relate to your "devices" amounts referenced on page 215 and
connections metrics on
pages 232. Please explain whether Total Connections is the same
metric as "Average
Connection Count for the Year" and whether Go Forward Connections
is a key metric upon
which management relies, since it appears to be significant indicator
of revenue growth for
the financial forecasts.
Nicholas P. Robinson
King Pubco, Inc.
June 9, 2021
Page 2
Information about KORE
Business Model at Scale with Strong Profitability, page 220
2. Please refer to prior comment 6. Please revise this section to also
present the comparable
GAAP measure of net loss before your presentation of adjusted EBITDA.
KORE's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Overview, page 228
3. We note your response to prior comment 21. Considering the importance
of customer
churn to your revenue, the impact customer churn may have on your
business, as well as
your focus on customer retention, cross selling and upselling to grow
your
business, please tell us what metrics management uses to evaluate your
success in
retaining your customers or expanding revenue within your existing
customer base and
revise to include a quantified discussion of such metrics. Refer to
Section III.B of SEC
Release No. 33-8350 and SEC Release No. 33-10751.
4. We note your revised disclosure provided in response to prior comment
22. Please
expand your disclosure to identify the impact your transformation plan
has had, if
material, and is expected to have on your operating results. For
example, your plan
appears to be focused on growing your IoT revenues. Discuss the
expected impact that a
shift in the mix of revenues to IoT is expected to have compared to
your historical results,
both in terms of the mix of revenue and the related cost of revenues.
Refer to Item 303 of
Regulation S-K.
5. We note from your risk factor disclosure that most major carriers in
the U.S. have
announced intentions to phase out 2G and 3G networks by the end of
2022 and European
carriers intend to phase out by 2025. As this appears to be a known
uncertainty that is
reasonably likely to cause reported financial information not to be
necessarily indicative
of future operating results, please revise to disclose this
anticipated phase out, the
timeframe over which it will occur and the approximate number of
connections remaining
on these networks. Discuss the impact that any lost revenue or
migration to lower priced
LTE plans is reasonably expected to have on your results of
operations.
Results of Operations for the Years Ended December 31, 2020 and 2019, page 232
6. We note your revised disclosures provided in response to prior comment
23 where you
FirstName LastNameNicholas P. Robinson
state that connectivity revenue growth was driven by the organic growth
of your IoT
Comapany NameKing
customers Pubco,
and new Inc. acquired of $19.2 million. Please revise
to separately
customers
June 9,quantify
2021 Pagethe2impact on revenue growth from both new and existing
customers.
FirstName LastName
Nicholas P. Robinson
FirstName LastNameNicholas P. Robinson
King Pubco, Inc.
Comapany
June 9, 2021NameKing Pubco, Inc.
June 9,
Page 3 2021 Page 3
FirstName LastName
Liquidity and Capital Resources, page 234
7. Please refer to prior comment 24. Please revise to provide the
requested disclosure for all
of your future liquidity and capital resource requirements. In this
regard, you do not
include a discussion of your long term debt due after 2021. Ensure
your disclosure
addresses the anticipated source of funds needed to satisfy such
obligation and any
reasonably likely material changes in the mix and relative cost of
such resources. Refer to
Item 303(b)(1) of Regulation S-K.
Unaudited Pro Forma Combined Financial Information
Introduction, page 256
8. Please refer to prior comment 29. Disclose whether either CTAC or KORE
intend to
waive the minimum cash requirement. If so, please revise to provide
additional pro forma
information that gives effect to additional redemptions. Refer to
Article 11-02(a)(10) of
Regulation S-X.
Beneficial Ownership of Securities, page 286
9. Please disclose the natural persons that hold voting and/or investment
power over the units
beneficially owned by entities for both KORE and CTAC.
Maple Holdings Inc. Audited Financial Statements
Consolidated Statements of Operations, page F-32
10. We note your response to prior comment 32. Given the ancillary nature
of your hardware,
it would appear that separate presentation of your product revenue and
cost of product
revenue provides relevant information to investors. Further, although
you consider
hardware to be ancillary, sales of hardware appear to have
significantly contributed to the
increase in revenue during fiscal year 2020 even when considering the
offsetting factors
impacting connectivity revenue. Please revise management's discussion
and analysis to
explain the reasons for the comparatively significant increase in
hardware sales and
disclose whether you expect this trend to continue.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-37
11. We note your revised disclosure provided in response to prior comment
36. Since you
consider your hardware arrangements to be separate contracts and as
you have customers
who only purchase connectivity services, please tell us whether you
have observable
evidence of prices for these products and services when they are sold
separately. If so,
explain why you use market prices to determine stand alone selling
price for your
hardware and cost plus margin for your connectivity services. Refer to
ASC 606-10-32-
32.
Nicholas P. Robinson
FirstName LastNameNicholas P. Robinson
King Pubco, Inc.
Comapany
June 9, 2021NameKing Pubco, Inc.
June 9,
Page 4 2021 Page 4
FirstName LastName
You may contact Rebekah, Senior Staff Accountant, at (202) 551-3303 or
Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Neil Whoriskey, Esq.