KORE Group Holdings Inc Warrants SEC Filings

KORE Group Holdings, Inc. reported lower first-quarter revenue and a wider loss while moving ahead with a go‑private merger. Total revenue was $65.8 million, down 9% year over year, as services revenue was roughly flat but product and IoT Solutions sales declined sharply.

The company posted a net loss of $28.5 million, or $1.43 per share, versus a $14.9 million loss a year earlier, largely reflecting higher non-cash warrant revaluation expense and increased selling, general, and administrative costs tied to the pending merger. Adjusted EBITDA improved modestly to $15.4 million, and free cash flow rose to $2.7 million, supported by $4.7 million of cash generated from operations.

Liquidity remains tight but stable, with $28.9 million of cash on hand and $25.0 million available under a revolving credit facility, against total long‑term debt of about $300.8 million plus mandatorily redeemable preferred stock. KORE continues to carry a significant stockholders’ deficit and acknowledges ongoing material weaknesses in internal controls.

The company agreed to a definitive merger at $9.25 per share in cash with KONA Parent, subject to stockholder and regulatory approvals and other customary closing conditions. Several large shareholders have signed voting and rollover agreements, and KORE expects the transaction to close in the second or third quarter of 2026.

KORE Group Holdings reported first quarter 2026 results and highlighted its previously announced all-cash acquisition, valuing the company at approximately $726 million including debt. Revenue was $65.8 million, down $6.3 million from a year earlier as IoT Solutions declined, partly offset by growth in IoT Connectivity.

Total Connections reached 21.9 million, up 11% year over year, underscoring expansion in core IoT Connectivity. The company recorded a net loss of $28.5 million, an increase of $13.5 million primarily from transaction-related expenses and changes in warrant liability, while Adjusted EBITDA rose to $15.4 million.

KORE generated $4.7 million of cash from operations and Free Cash Flow of $2.7 million, both improving versus the prior year. Under the pending Merger Agreement, KORE expects to become a private company once customary regulatory and stockholder approvals are obtained.

KORE Group Holdings reported first quarter 2026 results and highlighted its previously announced all-cash acquisition, valuing the company at approximately $726 million including debt. Revenue was $65.8 million, down $6.3 million from a year earlier as IoT Solutions declined, partly offset by growth in IoT Connectivity.

Total Connections reached 21.9 million, up 11% year over year, underscoring expansion in core IoT Connectivity. The company recorded a net loss of $28.5 million, an increase of $13.5 million primarily from transaction-related expenses and changes in warrant liability, while Adjusted EBITDA rose to $15.4 million.

KORE generated $4.7 million of cash from operations and Free Cash Flow of $2.7 million, both improving versus the prior year. Under the pending Merger Agreement, KORE expects to become a private company once customary regulatory and stockholder approvals are obtained.

KORE Group Holdings, Inc. filed an Amendment No. 1 to its Annual Report to add full Part III disclosures on directors, executive pay, ownership and auditor matters. The filing outlines a 10-member staggered board influenced by major investors ABRY, Searchlight and Cerberus through an investor rights agreement.

For 2025, CEO Ronald Totton received total compensation of $2.21 million, while key executives Jared Deith and Jack Kennedy received $1.17 million and $0.91 million. The amendment also details significant equity and cash-based incentives, retention awards tied to a potential strategic transaction, and non‑employee director compensation.

KORE highlights a pending merger under a Merger Agreement with KONA Parent at $9.25 per share, supported by voting and rollover agreements with large holders including Searchlight, ABRY, Cerberus and others. As of early April 2026, ABRY beneficially owned 27.6% and Searchlight 12.0% of KORE’s common stock, illustrating concentrated ownership alongside a small public float.

KORE Group Holdings, Inc. filed an Amendment No. 1 to its Annual Report to add full Part III disclosures on directors, executive pay, ownership and auditor matters. The filing outlines a 10-member staggered board influenced by major investors ABRY, Searchlight and Cerberus through an investor rights agreement.

For 2025, CEO Ronald Totton received total compensation of $2.21 million, while key executives Jared Deith and Jack Kennedy received $1.17 million and $0.91 million. The amendment also details significant equity and cash-based incentives, retention awards tied to a potential strategic transaction, and non‑employee director compensation.

KORE highlights a pending merger under a Merger Agreement with KONA Parent at $9.25 per share, supported by voting and rollover agreements with large holders including Searchlight, ABRY, Cerberus and others. As of early April 2026, ABRY beneficially owned 27.6% and Searchlight 12.0% of KORE’s common stock, illustrating concentrated ownership alongside a small public float.

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.

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.

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. 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. 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, 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 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.

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.

KORE Group Holdings EVP and Chief Legal Officer Jack William Kennedy Jr. reported the vesting of equity awards. On February 9, 2026, 5,189 Restricted Stock Units (RSUs) converted into 5,189 shares of common stock at $0 per share pursuant to an option exercise code M.

Each RSU represented the right to receive one share of KORE common stock, and the RSUs vested in full on that date. After the transaction, Kennedy directly owned 44,662 shares of KORE common stock, reflecting his updated equity stake as an executive officer.

KORE Group Holdings EVP and Chief Legal Officer Jack William Kennedy Jr. reported the vesting of equity awards. On February 9, 2026, 5,189 Restricted Stock Units (RSUs) converted into 5,189 shares of common stock at $0 per share pursuant to an option exercise code M.

Each RSU represented the right to receive one share of KORE common stock, and the RSUs vested in full on that date. After the transaction, Kennedy directly owned 44,662 shares of KORE common stock, reflecting his updated equity stake as an executive officer.