KORE Group Holdings, Inc.

false 0001855457 0001855457 2026-07-09 2026-07-09 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 9, 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. ☐ Item 8.01 Other Events. As previously disclosed, on February 26, 2026, KORE Group Holdings, Inc. (“KORE” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KONA Parent, L.P., a Delaware limited partnership (“Parent”), and KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., Searchlight Capital IV PV-B, L.P. and certain affiliates of Searchlight Capital Partners, L.P. have committed to provide equity financing to Parent to fund the transactions contemplated by the Merger Agreement. The Merger Agreement was approved unanimously by all the members present at a special meeting the board of directors of the Company (the “Board”), acting upon the unanimous recommendation of a special committee consisting of only independent and disinterested directors of the Company. In connection with the Merger, KORE filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2026, a preliminary proxy statement on Schedule 14A (“Preliminary Proxy Statement”), as amended on May 22, 2026. KORE filed a definitive proxy statement on June 12, 2026 (the “Definitive Proxy Statement”, together with the Preliminary Proxy Statement, the “Proxy Statement”). KORE first mailed the Proxy Statement to its stockholders on or about June 12, 2026. KORE will hold a special meeting of stockholders on July 16, 2026 to consider certain proposals related to the Merger Agreement as further described in the Proxy Statement. Threatened Stockholder Litigation and Stockholder Litigation Between April 29, 2026 and July 1, 2026, the Company received eleven letters on behalf of purported stockholders of the Company generally alleging concerns regarding the disclosures in the Proxy Statement (the “Demand Letters”). In these Demand Letters, these purported stockholders threaten litigation regarding the alleged deficient disclosures and/or incomplete information regarding the Merger. No litigation relating to the Proxy Statement or the Merger Agreement has been filed from the Demand Letters as of the filing of this Current Report on Form 8-K. On June 24, 2026, two complaints were filed in the Supreme Court of the State of New York, County of New York, captioned Richard Lawrence v. KORE Group Holdings, Inc., Timothy M. Donahue, Robert P. MacInnis, Cheemin Bo-Linn, Michael K. Palmer, Jay Grossman, Paulett Eberhart, James Geisler, Andrew Frey, David Fuller, and Ronald Totton – Index No. 653745/2026; Blake Thompson v. KORE Group Holdings, Inc., Timothy M. Donahue, Robert P. MacInnis, Cheemin Bo-Linn, Michael K. Palmer, Jay Grossman, Paulett Eberhart, James Geisler, Andrew Frey, David Fuller, and Ronald Totton – Index No. 653734/2026 (collectively, the “Complaints”). The Complaints assert claims for negligent misrepresentation and concealment against the Company and its board of directors based upon allegations that a false and misleading Proxy Statement was filed with the SEC and disseminated to plaintiff (a purported stockholder) and other KORE stockholders to solicit their approval of the Merger. On July 8, 2026, the Company received a demand from a purported stockholder pursuant to 8 Del. C. § 220 (the “Section 220 Demand”). The Section 220 Demand alleges that the purported stockholder suspects wrongdoing and an unfair Merger related to the Merger process and certain disclosures in the Proxy Statement that are alleged to be deficient. The Section 220 Demand demands inspection of the “books and records” enumerated in 8 Del. C. § 220(a)(1). No litigation relating to the Section 220 Demand has been filed as of the filing of this Current Report on Form 8-K. The Company intends to respond to the Section 220 Demand in accordance with 8 Del. C. § 220. KORE believes that the claims asserted in the Demand Letters, the Complaints, and Section 220 Demand are without merit and that no additional disclosure in the Proxy Statement is required or necessary under applicable laws. However, in order to avoid the risk that the Demand Letters, the Complaints, or Section 220 Demand delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, KORE hereby makes additional disclosures (the “Supplemental Disclosures”) to supplement the disclosures contained in the Proxy Statement. KORE and its Board deny all allegations in the Demand Letters, the Complaints, and Section 220 Demand, and that any additional disclosure was or is required or that KORE has violated any laws or breached any duties to its stockholders in connection with the Proxy Statement, and none of the Supplemental Disclosures nor any other disclosure in this Current Report on Form 8-K should be construed as an admission of the legal necessity or materiality under applicable laws of any Supplemental Disclosures. Supplemental Disclosures to the Proxy Statement The Supplemental Disclosures set forth below supplement the Proxy Statement and the Schedule 13E-3 filed by KORE with the SEC on April 15, 2026, as amended on May 22, 2026 and June 15, 2026 (as so amended, the “Schedule 13E-3”) and should be read in conjunction with the Proxy Statement and the Schedule 13E-3, which should be read in their entirety. To the extent that information herein differs from or updates information contained in the Proxy Statement or the Schedule 13E-3, the information contained herein supersedes the information contained in the Proxy Statement and the Schedule 13E-3. Except as otherwise described in the below Supplemental Disclosures or the documents referred to, contained in or incorporated by refe