Amendment: SEC Form SCHEDULE 13D/A filed by KORE Group Holdings Inc.
$KORE
Telecommunications Equipment
Telecommunications
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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KORE Group Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
50066V107 (CUSIP Number) |
William Kloos 875 Third Avenue, New York, NY, 10022 (212) 521-8495 Rod Miller, Milbank LLP 55 Hudson Yards, New York, NY, 10001 (212) 891-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (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
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| CUSIP No. | 50066V107 |
| 1 |
Name of reporting person
Cerberus Telecom Acquisition Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,592,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Row 8. Inclusive of 272,778 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Row 11. Inclusive of 272,778 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Row 13. Percentage beneficial ownership is based on 17,008,356 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 19, 2024. Such calculation also reflects the 1-for-5 reverse stock split on July 1, 2024 announced on the Issuer's Current Report on Form 8-K filed with the SEC on June 28, 2024.
SCHEDULE 13D
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| CUSIP No. | 50066V107 |
| 1 |
Name of reporting person
Frank Bruno | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,592,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 8. Inclusive of 272,778 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Row 11. Inclusive of 272,778 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Row 13. Percentage beneficial ownership is based on 17,008,356 shares of the Issuer's Common Stock, outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 19, 2024. Such calculation also reflects the 1-for-5 reverse stock split on July 1, 2024 announced on the Issuer's Current Report on Form 8-K filed with the SEC on June 28, 2024.
SCHEDULE 13D
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| CUSIP No. | 50066V107 |
| 1 |
Name of reporting person
Stephen Feinberg | ||||||||
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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:
3 Ravinia Drive, Suite 500, Atlanta,
GEORGIA
, 30346. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 30, 2021 (the "Original Schedule 13D", and, as amended and supplemented by this Amendment, the "Schedule 13D") with respect to the common stock, par value $0.0001 per share (the "Common Stock") of KORE Group Holdings, Inc., a Delaware corporation (the "Issuer" or "KORE"). KORE's principal executive offices are located at 3 Ravinia Drive, Suite 500, Atlanta, GA 30346. Capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
The Reporting Persons (as defined below) beneficially own an aggregate of 1,592,291 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 9.36% of the issued and outstanding Issuer's Common Stock, outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2024.
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| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is hereby amended as follows:
The Schedule 13D is being jointly filed by the following persons:
(i) Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company ("Cerberus"); and
(ii) Frank Bruno, a United States citizen.
The foregoing persons are collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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| (b) | c/o Cerberus Telecom Acquisition Holdings, LLC, 875 Third Avenue, New York, NY 10022. | |
| (c) | (i) Cerberus's principal business is to engage in the management of its investments in the securities of the Issuer; and
(ii) Mr. Bruno's principal occupation is to serve as Chief Executive Officer of Cerberus Capital Management, L.P.
The principal business address for each of the Reporting Persons is c/o Cerberus Telecom Acquisition Holdings, LLC, 875 Third Avenue, New York, NY 10022. | |
| (d) | During the last five years, no Reporting Person has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | (i) Cerberus - Delaware; and
(ii) Mr. Bruno - United States.
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| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is supplemented by the following:
Effective as of March 14, 2025, Mr. Feinberg resigned from the board of managers of Cerberus, and, as a result no longer has voting or dispositive power over the Subject Shares, and thus is no longer deemed the beneficial owner of the Subject Shares.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
Information about the number and percentage of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein. | |
| (b) | Information about the number and percentage of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein. | |
| (c) | Except as described in Item 3 to the Schedule 13D, during the past 60 days, none of the Reporting Persons has effected any transactions in the Common Stock. | |
| (d) | No one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on the Schedule 13D. | |
| (e) | Cerberus - Not applicable.
Mr. Bruno - Not applicable.
Mr. Feinberg - Effective as of March 14, 2025, Mr. Feinberg resigned from the board of managers of Cerberus, and, as a result no longer has voting or dispositive power over the Subject Shares, and thus is no longer deemed the beneficial owner of the Subject Shares. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D, and constitutes an exit filing, for Mr. Feinberg.
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| 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.
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