KORE Group (NYSE: KORE) taken private in $9.25 cash merger and NYSE delisting

Q: What cash consideration did KORE (KORE) shareholders receive per share?

Common shareholders are entitled to receive $9.25 per share in cash. This consideration applies to each share of Common Stock issued and outstanding immediately before the Effective Time, except for shares held by Parent or Merger Sub, treasury shares, and shares with perfected appraisal rights.

Q: Who owns KORE (KORE) after completion of the merger?

After the merger, KONA Parent L.P. holds all outstanding common stock of the surviving corporation. All 100 shares of Merger Sub common stock converted into surviving corporation common stock, and the parent’s board is not controlled by the reporting persons, who report 0% common ownership.

Q: Does Searchlight still hold any KORE (KORE) securities after the merger?

Searchlight reports 0 shares and 0% beneficial ownership of KORE common stock. However, each share of Series A-1 Preferred Stock of the issuer, all of which are held by Searchlight IV KOR, L.P., remained outstanding and was not cancelled in the merger.

Q: What happens to KORE (KORE) stock on the NYSE after the merger?

KORE’s Common Stock was suspended from trading on the NYSE before the July 21, 2026 open. The NYSE filed a Form 25 Notification of Removal from Listing and/or Registration, and as a result, the Common Stock will no longer be listed on the NYSE.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

KORE Group Holdings, Inc. completed a merger in which each share of Common Stock issued and outstanding immediately before the Effective Time, other than specified excluded shares, was cancelled and converted into the right to receive $9.25 per share in cash, without interest and subject to withholding taxes.

Searchlight IV KOR exercised all Penny Warrants on July 17, 2026 and contributed the underlying shares to KONA Parent L.P. under a Rollover, Voting and Support Agreement. After the merger, KONA Parent holds all common stock of the surviving corporation, while the reporting persons beneficially own 0 common shares, or 0%, though Searchlight IV KOR continues to hold all Series A-1 Preferred Stock. KORE’s Common Stock was suspended from trading and is being delisted from the NYSE via a Form 25 filing.

Key Figures

Merger cash consideration per share: $9.25 per share Beneficial ownership after merger: 0 shares Percent of class owned after merger: 0% +2 more

5 metrics

Merger cash consideration per share $9.25 per share Cash paid for each share of Common Stock at the Effective Time

Beneficial ownership after merger 0 shares Reporting Persons' common stock of the Surviving Corporation as of the Effective Time

Percent of class owned after merger 0% Common stock of the Surviving Corporation owned by Reporting Persons after the Merger

Amendment number Amendment No. 10 Amendment to the prior Schedule 13D relating to KORE Group Holdings, Inc.

Merger Sub common shares 100 shares Common stock of Merger Sub converted into surviving corporation common stock at the Effective Time

Key Terms

Penny Warrants, Rollover, Voting and Support Agreement, Effective Time, Series A-1 Preferred Stock, +1 more

5 terms

Penny Warrants financial

"On July 17, 2026, Searchlight IV KOR exercised all of the Penny Warrants."

A penny warrant is a tradable right, often issued cheaply or trading for only a few cents, that lets the holder buy a company’s stock at a predetermined price. Think of it as a low-cost lottery ticket that can turn into a share if the stock moves enough; it magnifies gains but can also expire worthless. Investors care because penny warrants offer high upside with high risk and can increase a company’s share count if exercised, diluting existing holders.

Rollover, Voting and Support Agreement financial

"Pursuant to the Rollover, Voting and Support Agreement that Searchlight entered into with the Company..."

Effective Time regulatory

"At the Effective Time, each share of Common Stock issued and outstanding immediately prior..."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Series A-1 Preferred Stock financial

"Each share of Series A-1 Preferred Stock of the Issuer, all of which shares are held by Searchlight..."

Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.

Notification of Removal from Listing and/or Registration under Section 12(b) regulatory

"NYSE has filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b)..."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/21/2026 - 04:01 PM Accepted by SEC EDGAR 07/21/2026 - 04:01 PM

FAQ

What happened to KORE (KORE) common stock in the merger?

KORE common stock was cancelled and converted into cash. Each issued and outstanding share, excluding specified Parent, treasury, and appraisal-demanding holdings, became the right to receive $9.25 per share in cash, without interest and subject to any applicable withholding taxes at the Effective Time.

Who owns KORE (KORE) after completion of the merger?

After the merger, KONA Parent L.P. holds all outstanding common stock of the surviving corporation. All 100 shares of Merger Sub common stock converted into surviving corporation common stock, and the parent’s board is not controlled by the reporting persons, who report 0% common ownership.

Does Searchlight still hold any KORE (KORE) securities after the merger?

Searchlight reports 0 shares and 0% beneficial ownership of KORE common stock. However, each share of Series A-1 Preferred Stock of the issuer, all of which are held by Searchlight IV KOR, L.P., remained outstanding and was not cancelled in the merger.

What happens to KORE (KORE) stock on the NYSE after the merger?

KORE’s Common Stock was suspended from trading on the NYSE before the July 21, 2026 open. The NYSE filed a Form 25 Notification of Removal from Listing and/or Registration, and as a result, the Common Stock will no longer be listed on the NYSE.

When did the reporting persons cease to beneficially own KORE (KORE) common stock?

The reporting persons ceased to beneficially own any outstanding shares of KORE Common Stock on July 21, 2026. This change occurred upon consummation of the merger described, after which they reported 0 shares and 0% of the surviving corporation’s outstanding common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

KORE Group Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

50066V305

(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)

07/21/2026

(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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

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, 11th Floor, Atlanta, GEORGIA , 30338.

Item 1 Comment:

This Amendment No. 10 (this "Amendment No. 10") 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, Amendment No. 8, dated as of February 27, 2026 and Amendment No. 9, dated as of March 19, 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 July 17, 2026, Searchlight IV KOR exercised all of the Penny Warrants. Pursuant to the Rollover, Voting and Support Agreement that Searchlight entered into with the Company on February 26, 2026, Searchlight contributed all of the shares underlying the Penny Warrants to Parent immediately prior to the Effective Time. On July 21, 2026, pursuant to the terms of the Merger Agreement, the Merger was consummated with the Company continuing as the surviving corporation ("Surviving Corporation"). At the Effective Time, each share of 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 certain rollover agreements that were entered into in connection with the Merger, (ii) shares held by the Issuer as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) were 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"). Each share of Series A-1 Preferred Stock of the Issuer, all of which shares are held by Searchlight IV KOR, L.P. ("Searchlight"), remained outstanding after the Merger. At the Effective Time, any shares of Common Stock that were held by the Issuer as treasury stock and not held on behalf of third parties, and any shares of Common Stock and Penny Warrants owned by Parent or Merger Sub, in each case, that were issued and outstanding immediately prior to the Effective Time, ceased to exist, ceased to be outstanding, and were automatically cancelled without payment of any consideration therefor or any conversion thereof, and each of the 100 shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time were, as a result of the Merger and without any action on the part of the holder of such shares, automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. After giving effect to the Merger, Parent holds all of the outstanding common stock of the Surviving Corporation. Parent is managed by a board of directors, which the Reporting Persons do not control and, accordingly, none of the Reporting Persons have beneficial ownership of any common stock of the Surviving Corporation. The Common Stock was suspended from trading on the New York Stock Exchange ("NYSE") prior to the opening of trading on July 21, 2026. In addition, NYSE has filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 to delist and deregister the Common Stock from NYSE. As a result, the Common Stock will no longer be listed on NYSE.

Item 5.

Interest in Securities of the Issuer

(a)

(a) As of the Effective Time, following the consummation of the Merger, the Reporting Persons beneficially own 0 shares of common stock of the Surviving Corporation, which represents 0% of the outstanding common stock of the Surviving Corporation.

(b)

The information set forth in Item 5(a) above is hereby incorporated by reference into this Item 5(b), as applicable.

(c)

The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c), as applicable.

(e)

On July 21, 2026, as a result of the transactions described in Item 4 above, each of the Reporting Persons ceased to beneficially own any outstanding shares of Common Stock.

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 (incorporated by reference as Exhibit 18 to Amendment No. 9 to Schedule 13D of Searchlight IV KOR, L.P. filed on March 19, 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 (incorporated by reference as Exhibit 19 to Amendment No. 9 to Schedule 13D of Searchlight IV KOR, L.P. filed on March 19, 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 (incorporated by reference as Exhibit 20 to Amendment No. 9 to Schedule 13D of Searchlight IV KOR, L.P. filed on March 19, 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:	07/21/2026

Signature:	/s/ Searchlight Capital Partners IV GP AGG, LLC
Name/Title:	General Partner
Date:	07/21/2026

Searchlight Capital Partners IV GP AGG, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	07/21/2026

Searchlight Capital Partners IV GP, L.P.

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	07/21/2026

Signature:	/s/ Searchlight Capital Partners IV GP, LLC
Name/Title:	General Partner
Date:	07/21/2026

Searchlight Capital Partners IV GP, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	07/21/2026

Source: View Original Filing on SEC EDGAR