[SCHEDULE 13D/A] KORE Group Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Searchlight IV KOR, L.P. and related entities filed Amendment No. 3 to their Schedule 13D on KORE Group Holdings (KORE). The group continues to hold warrants convertible into 2,404,942 common shares—14.0 % of KORE’s outstanding stock post 1-for-5 reverse split—at an exercise price of $0.05 per share.

On 1 Aug 2025, KORE and Searchlight signed an “August 1 Agreement” granting a “Holiday Period” (1 Aug–30 Nov 2025) during which (i) Searchlight may freely engage with ABRY Partners and potentially form a Section 13(d) “group,” and (ii) KORE’s charter and Investment Agreement anti-takeover constraints are waived. The agreement is intended to let Searchlight refine or improve a potential take-private or control transaction; no definitive terms have been reached. After the Holiday Period, standard restrictions snap back unless extended or a definitive deal is executed.

Searchlight states it is evaluating: (1) additional open-market purchases up to the 20 % cap in the Investment Agreement, and (2) “further investment or full acquisition” scenarios. There is no assurance any proposal will emerge. Exhibit 9 contains the full agreement; prior warrants, investor-rights and preferred stock certificates are incorporated by reference.

Positive

• Potential acquisition premium: Waiver enables Searchlight and ABRY to negotiate a control transaction, which could yield an offer above market price.
• Capital commitment signal: Searchlight already controls warrants and may buy more stock, indicating continued confidence in KORE’s value.

Negative

• Dilution risk: Exercise of 2.4 million penny warrants (at $0.05) would expand share count and potentially pressure EPS unless offset by buy-out.
• Uncertainty: Filing explicitly states no assurance of discussions or definitive agreement, leaving investors exposed to headline volatility without guaranteed outcome.

Insights

Financial Analyst

TL;DR: 14 % stake via penny warrants; waiver allows deal talks with ABRY through Nov-25, signaling potential take-private move but still speculative.

The filing confirms Searchlight’s influence: penny warrants priced at $0.05 are deep in-the-money, equating to ~14 % of KORE. The Holiday Period waiver materially lowers anti-takeover hurdles, heightening optionality for Searchlight to grow to 20 % or submit a buy-out bid. Yet absence of financing terms or premium indication keeps probability uncertain. Shareholders gain optional upside from a prospective control premium but face dilution once warrants convert. Impact: moderately positive, high-risk.

M&A Specialist

TL;DR: Temporary charter waiver is a classic pre-negotiation mechanism; increases likelihood of strategic transaction within next 4 months.

The August 1 Agreement effectively suspends poison-pill style protections, enabling Searchlight and ABRY to share due-diligence and co-structure a bid without triggering standstill clauses. Such windows often precede concrete offers; however, the reversal of rights post-Nov 30 pressures parties to act swiftly. Control could shift via (i) warrant exercise, (ii) tender up to 20 %, or (iii) full LBO. Investors should monitor SEC updates and potential 8-K announcements for bid details. Given Searchlight’s existing preferred stakes and board engagement, deal certainty is higher than a cold approach, albeit not guaranteed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

08/01/2025

(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

CUSIP No. 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)

14.0 %

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 17,160,061 shares of Common Stock outstanding as of May 13, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.

SCHEDULE 13D

CUSIP No. 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)

14.0 %

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 17,160,061 shares of Common Stock outstanding as of May 13, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.

SCHEDULE 13D

CUSIP No. 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)

14.0 %

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 17,160,061 shares of Common Stock outstanding as of May 13, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.

SCHEDULE 13D

CUSIP No. 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)

14.0 %

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 17,160,061 shares of Common Stock outstanding as of May 13, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 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: 3 Ravinia Drive NE, Suite 500, Atlanta, GEORGIA , 30346.
Item 1 Comment: This Amendment No. 3 (this "Amendment No. 3") 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 and Amendment No. 2, dated as of December 19, 2024 (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 1 is hereby amended and restated in its entirety to read as follows: This statement on Schedule 13D relates to warrants to purchase a total of 2,404,942 shares of Common Stock of the Issuer, a Delaware corporation, with principal executive offices at 3 Ravinia Drive NE, Suite 500, Atlanta, Georgia 30346.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: In connection with the August 1 Agreement (as defined below): * The Reporting Persons advised the Special Committee of the board of directors of the Issuers (the "Special Committee") that they would like to confer, consult and potentially reach agreements and understandings with ABRY during the Holiday Period (as defined below) and take other steps in furtherance of an offer to acquire the Issuer in order to consider how to make such offer more attractive, including potentially involving ABRY in a potential offer or potential transaction and/or potentially be considered a "group." * The Reporting Persons are considering making additional purchases of common stock up to 20% limitation set forth in the Investment Agreement. The Reporting Persons, individually or together with their affiliates, continue to evaluate the possibility of a further investment in or full acquisition of the Issuer, which could include open-market or private purchases of Common Stock (to the extent permitted by existing agreements), and may have discussions with the Issuer and/or sources of financing or other third parties (including, as now specifically permitted by the August 1 Agreement, ABRY Partners, LLC (together with its affiliates and associates, "ABRY") and including, as now specifically permitted by the August 1 Agreement, forming a "group" with ABRY) concerning the foregoing. There can be no assurance: that the Reporting Persons will have any discussions, form any "group," make any proposal or make any further purchase or investment; or that the Reporting Persons and the Issuer will be able to reach any requisite agreement with respect to any of the foregoing; or of the terms of or timing of any of the foregoing.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: On August 1, 2025, the Issuer and Searchlight IV KOR, L.P. (together with its affiliates and associates, "Searchlight") entered into an agreement (the "August 1 Agreement") pursuant to which, among other things, during the Holiday Period (as defined below) (a) Searchlight and any Permitted Group (as defined below) have a waiver from the Corporation from the restrictions set forth in Article IX of the Issuer's Charter and a holiday of relief from any restrictions and/or obligations that apply under Article IX of the Charter as of August 1, 2025 in respect of an offer to acquire the Issuer, whether individually or together with ABRY, and (b) Searchlight will not be restricted by Section 5.05(d) of the Investment Agreement with respect to ABRY and may confer and consult with and reach agreements and understandings with, and potentially be considered a "group" (within the meaning of Section 13(d)(3) of the Act) with, ABRY (any such "group," a "Permitted Group") and will not be deemed to violate Section 5.05(a) of the Investment Agreement by virtue of forming a Permitted Group with ABRY. Pursuant to the August 1 Agreement, the restrictions and obligations under Article IX of the Charter and the Investment Agreement in effect immediately prior to the execution of the August 1 Agreement (the "Status Quo") will once again apply after the Holiday Period, but no action taken during the Holiday Period which is permitted to be taken during the Holiday Period will result in adverse consequences to Searchlight or ABRY under Article IX of the Charter or be deemed to constitute a breach of the Investment Agreement. The August 1 Agreement further provides that no Permitted Group shall include any other person who is not an affiliate or associate of Searchlight or ABRY and if no definitive agreement is entered into by the end of the Holiday Period, then any such Permitted Group formed during the Holiday Period shall be thereupon disbanded. "Holiday Period" means the period commencing on August 1, 2025 until 5:00 p.m. New York time on November 30, 2025, unless extended by amendment in accordance with the August 1 Agreement. The foregoing description of the August 1 Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is attached to this report as Exhibit 9 and is incorporated herein by reference.
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.

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:	Searchlight Capital Partners IV GP AGG, LLC
Name/Title:	General Partner
Date:	08/05/2025

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	08/05/2025

Searchlight Capital Partners IV GP AGG, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	08/05/2025

Searchlight Capital Partners IV GP, L.P.

Signature:	Searchlight Capital Partners IV GP LLC
Name/Title:	General Partner
Date:	08/05/2025

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	08/05/2025

Searchlight Capital Partners IV GP, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	08/05/2025

FAQ

How much of KORE (ticker KORE) does Searchlight currently control?

The warrants give Searchlight beneficial ownership of 2,404,942 shares, representing 14.0 % of KORE’s common stock.

What is the exercise price of the warrants held by Searchlight?

Both warrants are penny warrants exercisable at $0.05 per share.

What is the purpose of the August 1 Agreement mentioned in the Schedule 13D/A?

It waives anti-takeover restrictions during 1 Aug–30 Nov 2025, letting Searchlight and ABRY explore a joint bid for KORE.

Could Searchlight increase its stake in KORE beyond current levels?

Yes. The filing notes potential open-market purchases up to 20 % of KORE’s outstanding shares under the Investment Agreement.

When does the Holiday Period end and what happens then?

It ends at 5 p.m. ET on 30 Nov 2025; anti-takeover restrictions re-activate unless a definitive deal or extension occurs.