0001855457false00018554572023-12-062023-12-060001855457us-gaap:CommonStockMember2023-12-062023-12-060001855457us-gaap:WarrantMember2023-12-062023-12-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 6, 2023
_____________________
KORE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________
Delaware001-4085686-3078783
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
3 Ravinia Drive NE, Suite 500
Atlanta, GA 30346
877- 710-5673
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.0001 par value per shareKORENew York Stock Exchange
Warrants to purchase common stockKORE.WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 6, 2023, KORE Group Holdings, Inc. (the “Company” or “KORE”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company’s warrants to purchase common stock (the “Warrants”) are no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual, and that the NYSE Regulation has determined to commence proceedings to delist the Warrants. Each Warrant is presently exercisable for one share of the Company’s common stock at an exercise price per share of $11.50, ticker symbol “KORE.WS”.

To effect the delisting, the NYSE will apply to the Securities and Exchange Commission to delist the Warrants, pending completion of applicable procedures. The Company does not intend to appeal the NYSE’s determination and, accordingly, the Company expects that the Warrants will be delisted.

Trading in the Company’s common stock, ticker symbol “KORE”, will continue on the NYSE and is unaffected by this action. The Notice does not affect KORE’s business operations or its reporting obligations with the Securities and Exchange Commission.

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “intend”, “anticipate”, “believe”, “future”, “will,” “may” or “would” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although KORE believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, KORE’s ability to cure the deficiency set forth in the Notice and for its equity securities to remain listed on the NYSE. Forward-looking statements speak only as of the date they are made. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports KORE files with the U.S. Securities and Exchange Commission, including those in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 and any updates thereto in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. KORE has no obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, and does not undertake to do so except as required by law.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KORE Group Holdings, Inc.
Date: December 6, 2023By:/s/ Jack W. Kennedy Jr.
Name:Jack W. Kennedy Jr.
Title:Executive Vice President, Chief Legal Officer & Secretary


Exhibit 99.1

NYSE to Commence Delisting Proceedings with Respect to the Warrants of KORE Group Holdings, Inc. (KORE.WS)

NEW YORK, December 6, 2023 – The New York Stock Exchange (“NYSE”, the “Exchange”) announced today that the staff of NYSE Regulation has determined to commence proceedings to delist the warrants of KORE Group Holdings, Inc. (the “Company”), each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share (the “Warrants”) — ticker symbol KORE.WS — from the NYSE. Trading in the Company’s Warrants will be suspended immediately. Trading in the Company’s common stock — ticker symbol KORE — will continue on the NYSE.

NYSE Regulation has determined that the Company’s Warrants are no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the Listed Company Manual.

The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Warrants upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.

Company Contacts:
KORE Investor Contact:
Charley Brady
Vice President, Investor Relations
cbrady@korewireless.com
+1-678-392-2386

NYSE Contact:
NYSE Communications
PublicRelations-NYSE@ice.com
1
v3.23.3
Cover
Dec. 06, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 06, 2023
Entity Registrant Name KORE Group Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40856
Entity Tax Identification Number 86-3078783
Entity Address, Address Line One 3 Ravinia Drive NE
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30346
City Area Code 877
Local Phone Number 710-5673
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001855457
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol KORE
Security Exchange Name NYSE
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants to purchase common stock
Trading Symbol KORE.WS
Security Exchange Name NYSE
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