S-1/A

Table of Contents

S-1/A 1 d293119ds1a.htm S-1/A S-1/A

As filed with the United States Securities and Exchange Commission on November 24, 2021 under the Securities Act of 1933, as amended.

No. 333-254265

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cerberus Telecom Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands

6770

98-1581873

(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)

Timothy M. Donahue

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 of all communications, including communications sent to agent for service, should be sent to:

Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

Derek J. Dostal

Deanna L. Kirkpatrick

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York

Tel: (212) 450-4000

Fax: (212) 701-5800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please 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(c) 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. ☐

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. ☐

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. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant⁽²⁾	28,750,000 units	$10.00	$287,500,000	$26,652
Class A ordinary shares included as part of the units⁽³⁾	28,750,000 shares	—	—	— (4)
Redeemable warrants included as part of the units⁽³⁾	9,583,333 warrants	—	—	— (4)
Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units(3)	9,583,333 warrants	$11.50⁽⁵⁾	$110,208,330	$10,217
Total		—

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form S-1/A filed