KORE Group Holdings, Inc.

false 12-31 0001855457 0001855457 2026-07-16 2026-07-16 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): July 16, 2026 KORE Group Holdings, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40856 86-3078783 (Commission File Number) (IRS Employer Identification No.) 1155 Perimeter Center West , 11th Floor Atlanta , GA 30338 877 - 710-5673 (Address of Principal Executive Offices) (Registrant's Telephone Number, Including Area Code) 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: ☐ 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: Common stock, $0.0001 par value KORE New York Stock Exchange 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 On July 21, 2026, KORE Group Holdings, Inc., a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of February 26, 2026 (the “Merger Agreement”), by and among the Company, KONA Parent L.P., a Delaware limited partnership (“Parent”) affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and Abry Partners, LLC and/or Abry Partners II, LLC, and KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). In accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of an affiliate of Parent (the “Surviving Corporation” and such merger, the “Merger”). On July 17, 2026, Searchlight IV KOR, L.P. (“Searchlight IV KOR”) exercised all of the warrants issued by the Company to Searchlight IV KOR , on November 15, 2023 and December 13, 2023 (the “Penny Warrants”). Searchlight IV KOR contributed all of the shares underlying the Penny Warrants to Parent immediately prior to the effective time of the Merger (the “Effective Time”). Pursuant to (i) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the Company, Parent and Searchlight IV KOR, (ii) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the Company, Parent, and ABRY Partners VII, L.P., (iii) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the Company, Parent, and ABRY Partners VII Co-Investment Fund, L.P., (iv) the Rollover, Voting and Support Agreement, dated as of March 17, 2026, by and among the Company, Parent and Dotmar Investments Limited, (v) the Rollover, Voting and Support Agreement, dated as of March 17, 2026, by and among the Company, Parent and Richard Burston, and (vi) the Rollover, Voting and Support Agreement, dated as of March 17, 2026, by and among the Company, Parent and Terrdian Holdings Inc. (the “Rollover Agreements”), immediately prior to the Effective Time, Searchlight IV KOR, L.P., ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc. (collectively, the “Rollover Stockholders”) transferred, contributed and delivered to Parent the shares of the Company’s common stock (the “Company Common Stock”), subject to the Rollover Agreements in exchange for Class A partnership interests of Parent. Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report is incorporated by reference herein. The information set forth in Item 2.03 of this Current Report is incorporated by reference herein. Item 1.02. Termination of Material Definitive Agreements. At the Effective Time, the Company terminated the Company’s 2021 Long-Term Stock Incentive Plan, as amended or restated. On July 21, 2026, KORE Wireless Group Inc. repaid all loans and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of November 9, 2023, by and among KORE Wireless Group Inc., the Company, King LLC Merger Sub, LLC (as successor to Maple Intermediate Holdings Inc.), WhiteHorse Capital Management, LLC., and the lenders party thereto. In addition, on July 21, 2026, KORE Wireless Group Inc. repurchased all of the outstanding 5.50% Exchangeable Senior Notes due 2028 (the “Notes”) issued under that certain Amended and Restated Indenture (the “Indenture”), dated as of November 15, 2021, by and among KORE Wireless Group Inc., the Company, and Wilmington Trust, National Association, and satisfied and discharged the Indenture, the Notes and any related guarantees. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this Current Report is incorporated by reference herein. Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Parent or Merger Sub, including shares contributed to Parent pursuant to the Rollover Agreements that are being entered into in connection with the Merger, (ii) shares held by the Company as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive an amount in cash equal to $9.25 per share, without interest and subject to any applicable withholding taxes (the “Merger Consideration”). (b) Each outstanding warrant to purchase Company Common Stock that was not exercised as of the Effective Time remained outstanding after the Merger in accordance with its terms. (c) Each restricted stock unit (“RSU”) outstanding immediately prior to the Effective Time was automatically converted into the right to receive a cash-based award (a “Parent Equity Cash Award”) in an amount equal to the product of (i) the number of shares of Company Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Each Parent Equity Cash Award remained outstanding after the Effective Time and is subject to the same terms and conditions that applied to the corresponding RSU immediately prior to the Effective Time, including the applicable vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions. (d) Long-term cash awards that were subject to performance-based vesting conditions and were outstanding immediately prior to the Effective Time (“Cash Awards”) remained outstanding after the Effective Time and will continue to be eligible to vest and become payable upon achiev