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KORE Group Holdings, Inc. files a prospectus supplement to its Form S-1 that incorporates its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and discloses a proposed merger and business overview.
The Form 10-K describes a Merger Agreement dated February 26, 2026 under which KONA Merger Sub will merge into KORE and each share of KORE common stock (subject to limited exceptions) would be converted into the right to receive $9.25 per share in cash. Closing conditions include stockholder approvals, HSR and CFIUS clearances, and other customary conditions.
KORE Group Holdings, Inc. reports its annual results and highlights a pending all-cash merger under which each share of common stock will be converted into $9.25 per share, subject to customary approvals and conditions. KORE describes itself as a large independent IoT enabler, with IoT Connectivity contributing 78% of 2025 revenue and IoT Solutions 22%. The company outlines extensive risks around completing the merger, its significant indebtedness, history of losses, internal control material weaknesses, cybersecurity, regulatory compliance, and intense competition in fast-changing IoT and 5G markets. As of March 23, 2026, KORE had 17,586,936 common shares outstanding and employed 403 full-time staff as of December 31, 2025.
KORE Group Holdings reported fourth quarter and full year 2025 results showing flat revenue but sharply better profitability and cash generation. Q4 2025 revenue was $73.9 million, roughly unchanged year over year, while the net loss narrowed to $18.5 million, a 27% improvement. Adjusted EBITDA rose to $17.7 million, up 26%, and Free Cash Flow increased to $7.8 million, up $6.3 million from the prior year period. For 2025 as a whole, revenue was $285.9 million, essentially flat, but the net loss improved to $63.0 million from $146.1 million, while Adjusted EBITDA rose to $63.3 million and Free Cash Flow turned positive at $8.9 million. Total Connections reached 20.9 million, up from 19.7 million, highlighting ongoing IoT growth. The company also reminded investors of its pending all-cash acquisition, valuing the business at an enterprise value of approximately $726 million and expected to close in the second or third quarter of 2026, after required approvals.
KORE Group Holdings, Inc. describes new rollover, voting and support agreements linked to its planned merger with KONA Parent, L.P., under which KORE will become a wholly owned subsidiary and its stockholders will receive $9.25 in cash per share at closing, subject to stated exceptions.
Dotmar Investments Limited, beneficial owner of 847,293 shares, Richard Burston, beneficial owner of 169,948 shares, and Terrdian Holdings Inc., beneficial owner of 1,163,205 shares, have each agreed to vote their KORE shares in favor of the merger and to contribute those shares to Parent immediately before the merger becomes effective.
Searchlight IV KOR, L.P. and its affiliated funds filed Amendment No. 9 to their Schedule 13D on KORE Group Holdings, Inc., updating their ownership and merger‑related arrangements. The group beneficially owns 2,404,942 shares of common stock issuable from penny warrants with a $0.05 exercise price, representing 13.7% of the company based on 17,539,937 shares outstanding as of November 10, 2025.
The filing also discloses new Rollover, Voting and Support Agreements dated March 17, 2026 with Dotmar Investments Limited, Richard Burston and Terrdian Holdings Inc. These holders agree to vote all of their KORE common shares in favor of the pending merger and to contribute those shares to the acquisition vehicle immediately before closing, while the reporting persons expressly disclaim forming a group or sharing beneficial ownership with them.
KORE Group Holdings, Inc. reported it has regained compliance with the New York Stock Exchange’s quantitative continued listing standard. As of March 12, 2026, the NYSE confirmed KORE now meets the minimum market capitalization and stockholders’ equity requirements under Section 802.01B, curing a prior non-compliance notice received on September 12, 2024.
KORE Group Holdings, Inc. agreed to be acquired by KONA Parent, L.P. in an all-cash merger where public stockholders will receive $9.25 per share of common stock, with the company becoming a wholly owned subsidiary of Parent.
The merger was unanimously approved by the board members present, following a unanimous recommendation from a special committee of independent, disinterested directors. Equity funds affiliated with Searchlight committed $175,000,000 to finance the transaction, and several major holders, including Searchlight, Cerberus and Abry, signed rollover, voting and support agreements.
The filing reports that Searchlight entities beneficially own 2,404,942 shares of common stock issuable upon exercise of penny warrants, representing 13.7% of the common stock based on 17,539,937 shares outstanding as of November 10, 2025. After closing, KORE’s common stock and public warrants are expected to be delisted and deregistered.
KORE Group Holdings, Inc. received support from ABRY-affiliated funds and principals for a proposed acquisition by KONA Parent, L.P. under a Merger Agreement dated February 26, 2026. The transaction will be financed by several funds managed by Searchlight Capital Partners, L.P..
ABRY Partners II, LLC reports beneficial ownership of 4,850,587 KORE common shares, representing 27.65% of the outstanding stock as of November 10, 2025. Other ABRY funds collectively hold additional stakes, including 4,300,157 shares (24.52%) at ABRY Partners VII, L.P. and smaller positions across related funds and individuals.
ABRY Partners VII, L.P. and ABRY Partners VII Co-Investment Fund, L.P. entered Voting, Support and Rollover Agreements to vote all of their shares in favor of adopting the Merger Agreement and to contribute those shares to Parent immediately before the merger’s effective time. Other ABRY funds signed Voting and Support Agreements to vote their shares in favor of the merger and related transactions.
KORE Group Holdings agreed to be acquired by affiliates of Searchlight Capital Partners and Abry Partners for $9.25 in cash per share, in an all-cash transaction valued at approximately $726 million. The price reflects a 691% premium to the December 18, 2024 closing price and a 132% premium to the November 3, 2025 closing price.
All outstanding common shares (other than rollover, treasury and appraisal shares) will be cashed out, while Series A-1 preferred stock remains outstanding and certain “Penny Warrants” held by Searchlight will be cancelled for no consideration. Closing requires stockholder approvals (including a majority-of-the-minority vote), regulatory clearances and other customary conditions, after which KORE expects to be delisted and become a privately held company.
KORE Group Holdings, Inc. received an updated ownership filing from Searchlight-affiliated funds. The Schedule 13D/A shows beneficial ownership of 2,404,942 shares of common stock issuable upon exercise of two penny warrants with a $0.05 exercise price, after a 1-for-5 reverse stock split.
This stake represents 13.7% of KORE’s common stock, based on 17,539,937 shares outstanding as of November 10, 2025. The amendment also notes that on February 13, 2026, KORE and Searchlight IV KOR, L.P. extended the “Holiday Period” in their August 1, 2025 agreement to March 15, 2026.