{"url_path":"/sec/kore/8-k/2026-07-21/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1855457/0001140361-26-029039-index.html","accession_number":"0001140361-26-029039","cik":"0001855457","ticker":"KORE","issuer_name":"KORE Group Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855457/0001140361-26-029039-index.html","primary_entity_key":"0001855457","primary_entity_name":"KORE Group Holdings, Inc."},"word_count":611,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this Current Report is incorporated by reference\nherein.\n\nPursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger:\n\n(a)\n\nEach share of Company 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 the Rollover Agreements that are\nbeing entered into in connection with the Merger, (ii) shares held by the Company as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically\ncancelled 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”).\n\n(b)\n\nEach outstanding warrant to purchase Company Common Stock that was not exercised as of the Effective Time remained outstanding after the Merger in accordance with its terms.\n\n(c)\n\nEach restricted stock unit (“RSU”) outstanding immediately prior to the Effective Time was automatically converted into the right to receive a cash-based award (a “Parent Equity Cash Award”) in an amount equal to the product of (i) the\nnumber of shares of Company Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Each Parent Equity Cash Award remained outstanding after the Effective Time and is subject to\nthe same terms and conditions that applied to the corresponding RSU immediately prior to the Effective Time, including the applicable vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing\nprovisions.\n\n(d)\n\nLong-term cash awards that were subject to performance-based vesting conditions and were outstanding immediately prior to the Effective Time (“Cash Awards”) remained outstanding after the Effective Time and will continue to be eligible\nto vest and become payable upon achievement, through the end of the applicable performance period, of the performance-based vesting conditions applicable to such Cash Awards immediately prior to the Effective Time, subject to the same terms\nand conditions that applied to such Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions.\n\n(e)\n\nCash Awards that were subject only to service-based vesting conditions (or that were previously subject to performance-based vesting conditions with respect to which the performance period ended prior to the Effective Time) and were\noutstanding immediately prior to the Effective Time remained outstanding after the Effective Time and will continue to be eligible to vest and become payable upon satisfaction of the applicable service-based vesting conditions in effect\nimmediately prior to the Effective Time, subject to the same terms and conditions that applied to such Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and\npayment-timing provisions.\n\nFollowing the Merger, each share of Series A-1 Preferred Stock, all of which are shares held by Searchlight IV KOR, remained outstanding in\naccordance with the terms of the Series A-1 Certificate of Designations and represented shares of Series A-1 Preferred Stock of the Surviving Corporation on such terms.\n\nA copy of the Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange\nCommission (the “SEC”) on February 27, 2026 and is incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by\nreference to the full text of the Merger Agreement."}