KORE Group Holdings, Inc.

DEFM14A 1 ny20068726x6_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 KORE Group Holdings, Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): ☐ No fee required ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS KORE Group Holdings, Inc. 1155 Perimeter Center West, 11th Floor Atlanta, Georgia 30338 June 12, 2026 To our Stockholders: You are cordially invited to attend a special meeting of stockholders of KORE Group Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” and “our”), in a virtual meeting format on July 16, 2026 at 9:00 a.m. Eastern Time (the “special meeting”) (unless the special meeting is adjourned or postponed). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/KORE2026SM. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the special meeting. On February 26, 2026, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with KONA Parent, L.P., a Delaware limited partnership (“Parent”) affiliated with certain funds managed by Searchlight Capital Partners, L.P. and Abry Partners, LLC and/or Abry Partners II, LLC, and KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “merger”), with the Company continuing as the surviving corporation and a subsidiary of Parent (the “surviving corporation”). Subject to the terms and conditions set forth in the merger agreement, except for the shares of Company common stock (as defined below) and the Penny Warrants held by the Rollover Stockholders (as defined in the accompanying proxy statement) that are contributed to Parent pursuant to the Rollover Agreements and the Additional Rollover Agreements (each as defined in the accompanying proxy statement) immediately prior to the effective time of the merger, at the effective time of the merger, each share of common stock, par value $0.0001 per share, of the Company (the “Company common stock”) issued and outstanding immediately prior to the effective time of the merger (other than (i) shares of Company common stock held by Parent or Merger Sub, (ii) shares of Company common stock held by the Company as treasury shares or (iii) shares of Company common stock held by any person who properly exercises appraisal rights under Delaware law) will be converted into the right to receive an amount in cash equal to $9.25 per share of the Company common stock, without interest (the “merger consideration”), subject to any applicable tax withholding. If the merger is consummated, you will be entitled to receive $9.25 in cash, without interest and subject to any applicable tax withholding, in exchange for each share of Company common stock you own at the effective time of the merger (unless you have properly and validly exercised and do not withdraw or otherwise lose your appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)). The board of directors of the Company (the “Board”) duly formed a special committee of independent and disinterested members of the Board (the “Special Committee”) with the power and authority to, among other things review, evaluate, negotiate, and recommend a possible strategic sale of the Company and the Company’s alternatives thereto (including whether the Company should remain a stand-alone entity). The Special Committee, as more fully described in the accompanying proxy statement, evaluated the merger agreement and the transactions contemplated thereby, including the merger, in consultation with its own independent legal and financial advisors, and considered various factors. After careful consideration, the Special Committee unanimously approved the merger agreement, the related transaction documents and the transactions contemplated thereby and recommended that the Board (a) determine that the merger agreement, the related transaction documents and the transactions contemplated thereby are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders (as defined in the proxy statement attached hereto)); (b) approve, adopt and declare advisable the merger agreement, the related transaction documents and the transactions contemplated thereby; (c) approve the execution and delivery of the merger agreement and the related transaction documents, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (d) direct that the adoption of the merger agreement be submitted to a TABLE OF CONTENTS vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (e) subject to the terms and conditions of the merger agreement, recommend that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL. The Board (acting upon the recommendation of the Special Committee) has by unanimous vote of the directors present at a special meeting of the Board held on February 26, 2026, (A) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders (as defined in the proxy statement attached hereto)); (B) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (C) approved the execution and delivery of the merger agreement by the Company, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (D) directed that the adoption of the merger agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (E) recommended that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL. At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the merger agreement proposal at the time of the special meeting (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the