Searchlight boosts KORE (NYSE: KORE) merger support with 13.7% warrant-backed stake

Rhea-AI Filing Summary

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.

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M&A and special situations analyst

Amendment shows Searchlight’s 13.7% stake and added merger support from key KORE holders.

The filing confirms that Searchlight IV KOR, L.P. and related entities beneficially own 2,404,942 shares of KORE common stock issuable from low‑priced penny warrants, equal to 13.7% of outstanding shares as of November 10, 2025. This reflects significant potential equity influence.

It also documents new Rollover, Voting and Support Agreements dated March 17, 2026 with Dotmar Investments Limited, Richard Burston and Terrdian Holdings Inc. These parties commit to vote all their KORE shares for the previously signed Agreement and Plan of Merger and to contribute those shares to KONA Parent L.P. immediately before the merger becomes effective.

The reporting persons explicitly disclaim forming a group or sharing beneficial ownership with these supporting holders, so the additional commitments do not increase the Schedule 13D ownership percentage. However, combined voting support, together with the existing February 26, 2026 merger agreement, helps clarify where a substantial block of KORE’s equity stands on the transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

KORE Group Holdings, Inc.

(Name of Issuer)

Warrants to Purchase Common Stock, $0.0001 par value

(Title of Class of Securities)

000000000

(CUSIP Number)

Nadir Nurmohamed
Searchlight IV KOR, L.P., 745 5th Avenue - 27th Floor
New York, NY, 10151
(212) 293-3730

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Searchlight IV KOR, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of common stock, par value $0.0001 per share ("Common Stock"), of KORE Group Holdings, Inc. (the "Issuer") issuable to Searchlight IV KOR, L.P. upon the exercise of the warrant to purchase up to 2,360,000 shares of Common Stock at an exercise price of $0.05 per share issued on November 9, 2023 (the "Warrant") and the warrant to purchase up to 44,942 shares of Common Stock at an exercise price of $0.05 per share issued on December 13, 2023 (the "Additional Warrant"), as further discussed in Items 1, 4 and 6 herein, giving effect to the Issuer's 1-for-5 reverse stock split that became effective on July 1, 2024 (the "Reverse Stock Split"). The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP AGG, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP AGG, LLC, as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, L.P., as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, LLC, as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Warrants to Purchase Common Stock, $0.0001 par value
(b)	Name of Issuer: KORE Group Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1155 Perimeter Center West, 11thFloor, Atlanta, GEORGIA , 30338.
Item 1 Comment: This Amendment No. 9 (this "Amendment No. 9") to Schedule 13D amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on November 20, 2023, as amended by Amendment No. 1, dated as of December 15, 2023, Amendment No. 2, dated as of December 19, 2024, Amendment No. 3, dated as of August 5, 2025, Amendment No. 4, dated as of November 4, 2025, Amendment No. 5, dated as of November 25, 2025, Amendment No. 6, dated as of January 2, 2026, Amendment No. 7, dated as of February 13, 2026 and Amendment No. 8, dated as of February 27, 2026 (as it may be amended from time to time, collectively, the "Schedule 13D"), relating to KORE Group Holdings, Inc. (the "Issuer"). Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On March 17, 2026, Issuer and Parent entered into (i) a Rollover, Voting and Support Agreement with Dotmar Investments Limited, pursuant to which, among other things, Dotmar Investments Limited has agreed to vote (or cause to be voted) all of the shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time; (ii) a Rollover, Voting and Support Agreement with Richard Burston, pursuant to which, among other things, Richard Burston has agreed to vote (or cause to be voted) all of the shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time; and (iii) a Rollover, Voting and Support Agreement with Terrdian Holdings Inc., pursuant to which, among other things, Terrdian Holdings Inc. has agreed to vote (or cause to be voted) all of the shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time. The Reporting Persons disclaim (a) the formation of a group with Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc., and (b) any shared beneficial ownership of the shares of Company Common Stock owned by the foregoing. The foregoing summary of the Rollover, Voting and Support Agreement is qualified in its entirety by the full text of the Rollover, Voting and Support Agreements, which are attached hereto as Exhibit 18, Exhibit 19 and Exhibit 20 and is incorporated by reference herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth above in Item 4.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Act (filed previously). Exhibit 2 Investment Agreement, dated as of November 9, 2023, by and between the Issuer and Searchlight IV KOR (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 9, 2023). Exhibit 3 Amendment to Investment Agreement, dated as of December 13, 2023, by and between the Issuer and Searchlight IV KOR (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 4 Amended and Restated Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by the Issuer to Searchlight IV KOR (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 5 Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by the Issuer to Searchlight IV KOR (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 6 Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among the Issuer, Searchlight IV KOR and certain stockholders of the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 7 Certificate of Designations of Series A-1 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 8 Certificate of Designations of Series A-2 Preferred Stock (incorporated by reference to Exhibit 3.2 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 9 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of August 1, 2025 (incorporated by reference as Exhibit 9 to Amendment No. 3 to Schedule 13D of Searchlight IV KOR, L.P. filed on August 5, 2025). Exhibit 10 Letter to Special Committee, dated as of November 3, 2025, from Searchlight and Abry (incorporated by reference as Exhibit 10 to Amendment No. 4 to Schedule 13D of Searchlight IV KOR, L.P. filed on November 4, 2025). Exhibit 11 Amendment to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of November 25, 2025 (incorporated by reference as Exhibit 11 to Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed on February 17, 2026). Exhibit 12 Amendment No. 2 to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of January 2, 2026 (incorporated by reference as Exhibit 12 to Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed on February 17, 2026). Exhibit 13 Amendment No. 3 to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of February 13, 2026 (incorporated by reference as Exhibit 13 to Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed on February 17, 2026). Exhibit 14 Agreement and Plan of Merger by and between the Issuer, KONA Parent L.P. and KONA Merger Sub Co., dated as of February 26, 2026 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Commission on February 27, 2026). Exhibit 15 Rollover, Voting and Support Agreement by and between the Issuer, Searchlight IV KOR, L.P. and KONA Parent L.P., dated as of February 26, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the Commission on February 27, 2026). Exhibit 16 Joint Bidding and Cost Sharing Agreement by and between Searchlight Capital Partners, L.P. and ABRY Partners VII, L.P., dated as of February 26, 2026 (incorporated by reference as Exhibit 16 to Amendment No. 8 to Schedule 13D of Searchlight IV KOR, L.P. filed on March 2, 2026). Exhibit 17 Amended and Restated Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of February 26, 2026 (incorporated by reference as Exhibit 17 to Amendment No. 8 to Schedule 13D of Searchlight IV KOR, L.P. filed on March 2, 2026). Exhibit 18 Rollover, Voting and Support Agreement by and between the Issuer, KONA Parent L.P. and Dotmar Investments Limited, dated as of March 17, 2026. Exhibit 19 Rollover, Voting and Support Agreement by and between the Issuer, KONA Parent L.P. and Richard Burston, dated as of March 17, 2026. Exhibit 20 Rollover, Voting and Support Agreement by and between the Issuer, KONA Parent L.P. and Terrdian Holdings Inc., dated as of March 17, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Searchlight IV KOR, L.P.

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	03/19/2026

Signature:	/s/ Searchlight Capital Partners IV GP AGG, LLC
Name/Title:	General Partner
Date:	03/19/2026

Searchlight Capital Partners IV GP AGG, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	03/19/2026

Searchlight Capital Partners IV GP, L.P.

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	03/19/2026

Signature:	/s/ Searchlight Capital Partners IV GP, LLC
Name/Title:	General Partner
Date:	03/19/2026

Searchlight Capital Partners IV GP, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	03/19/2026

FAQ

What ownership stake in KORE (KORE) does Searchlight report in this Schedule 13D/A amendment?

Searchlight reports beneficial ownership of 2,404,942 KORE common shares, issuable from warrants. This stake represents 13.7% of KORE’s common stock, calculated against 17,539,937 shares outstanding as of November 10, 2025, as disclosed in KORE’s Form 10-Q.

How are Searchlight’s 2,404,942 KORE shares in this Schedule 13D/A calculated?

The 2,404,942 shares represent common stock issuable on exercise of two penny warrants. One covers up to 2,360,000 shares at $0.05 per share, issued November 9, 2023, and the other 44,942 shares at $0.05, issued December 13, 2023, after a 1‑for‑5 reverse split.

What new agreements related to the KORE merger are disclosed in this Schedule 13D/A?

The amendment discloses Rollover, Voting and Support Agreements dated March 17, 2026 with Dotmar Investments Limited, Richard Burston and Terrdian Holdings Inc. Each agrees to vote all KORE common shares for the merger and to contribute those shares to the parent entity immediately before the effective time.

Do the new KORE rollover agreements make Dotmar, Burston and Terrdian part of a group with Searchlight?

The filing states that the reporting persons expressly disclaim forming a group with Dotmar Investments Limited, Richard Burston and Terrdian Holdings Inc. They also disclaim any shared beneficial ownership of KORE common shares owned by these parties, despite their separate commitments to support the merger.

Which entities are listed as reporting persons in this KORE Schedule 13D/A amendment?

Reporting persons include Searchlight IV KOR, L.P., Searchlight Capital Partners IV GP AGG, LLC, Searchlight Capital Partners IV GP, L.P. and Searchlight Capital Partners IV GP, LLC. Each reports sole voting and dispositive power over 2,404,942 shares of KORE common stock issuable upon warrant exercise.

How was the 13.7% ownership percentage for KORE calculated in this filing?

The 13.7% figure is based on 2,404,942 KORE common shares underlying Searchlight’s warrants compared with 17,539,937 shares outstanding as of November 10, 2025. That outstanding share count comes from KORE’s Form 10-Q filed on November 12, 2025.