SCHEDULE: KORE Group Merger Gains Key Shareholder Rollover Support

Major shareholders Dotmar Investments, Richard Burston, and Terrdian Holdings commit to rolling over equity into KONA Parent L.P. for the KORE Group Holdings merger.

Summary

• Searchlight IV KOR, L.P. and its affiliates beneficially own 2,404,942 shares of KORE Group Holdings, Inc. common stock, representing 13.7% of the class.
• This ownership is based on warrants to purchase 2,360,000 shares and 44,942 shares, both at an exercise price of $0.05 per share, with an expiration date of March 17, 2026.
• The share count reflects a 1-for-5 reverse stock split that became effective on July 1, 2024.
• KORE Group Holdings, Inc. entered into Rollover, Voting and Support Agreements on March 17, 2026, with Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc.
• These agreements commit the stockholders to vote their shares in favor of the merger and contribute them to KONA Parent, L.P. (Parent) immediately prior to the merger's closing.
• In exchange for their shares, these stockholders will receive Class A Partnership Interests of Parent, rather than cash merger consideration.
• The rollover transaction is intended to be treated as a tax-deferred contribution under Section 721(a) of the U.S. Internal Revenue Code.
• The stockholders have agreed to lock-up and standstill provisions, preventing further transfers or acquisitions of KORE Group securities until the merger closes or the agreement terminates.
• The percentage of class is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 12, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the merger's certainty, as significant shareholders are committing their support and equity to the acquiring entity. While it implies delisting, it de-risks the transaction for the parties involved.

Positives

• Commitment from significant shareholders (Dotmar Investments, Richard Burston, Terrdian Holdings) to support the merger by rolling over their equity, increasing the certainty of the transaction.
• The rollover structure is intended to be tax-deferred for U.S. federal and state income tax purposes for the participating stockholders.

Negatives

• Public shareholders not participating in the rollover will receive cash, implying a delisting and loss of public market for KORE Group Holdings, Inc. shares.
• The Parent Partnership Interests received by rollover stockholders will not be registered and are not anticipated to have a public market in the foreseeable future, limiting liquidity for those investors.

Risks

• The merger's consummation is a condition for the rollover closing, meaning the entire transaction could still fail if merger conditions are not met.
• Potential for delays or failure to obtain necessary consents, approvals, or filings from governmental authorities, which could impede the merger.
• The new partnership agreement for Parent is still subject to negotiation, which could introduce unforeseen terms or delays.

Future Outlook

The filing indicates a clear path towards the consummation of the merger of KORE Group Holdings, Inc. with KONA Parent L.P., with key shareholders committing to roll over their equity. Post-merger, the Parent Partnership Interests will not be publicly traded, and a new limited partnership agreement will govern the private entity.

Industry Context

StockSavvy.ai notes that this transaction aligns with a broader trend of public companies, particularly in specialized technology sectors like IoT connectivity, opting to go private. Such moves often aim to reduce regulatory burdens, gain operational flexibility, and allow for long-term strategic investments away from quarterly public market pressures. The involvement of private equity firms like Searchlight Capital Partners in facilitating these rollovers and mergers is a common strategy to consolidate ownership and drive value creation in a private setting.

Corporate Governance

Related Party Transactions

• The Rollover, Voting and Support Agreements are between KORE Group Holdings, Inc., KONA Parent, L.P., and significant existing shareholders (Dotmar Investments Limited, Richard Burston, Terrdian Holdings Inc.).
• Searchlight IV KOR, L.P. and its affiliates are also involved as reporting persons and third-party beneficiaries to these agreements, indicating a coordinated effort among major stakeholders for the merger.

Stakeholder Impact

• Shareholders (participating in rollover): Will exchange their common stock for Class A Partnership Interests in the private KONA Parent, L.P., losing public market liquidity but potentially gaining long-term private equity upside.
• Shareholders (not participating in rollover): Will receive cash payments for their shares as per the Merger Agreement, leading to a cessation of their equity interest in a publicly traded company.
• Company (KORE Group Holdings, Inc.): Will cease to be a publicly traded entity upon merger consummation, becoming a subsidiary of KONA Parent, L.P.

Next Steps

• Consummation of the Merger in accordance with the terms and conditions of the Merger Agreement.
• Negotiation and execution of an amended and restated limited partnership agreement for KONA Parent, L.P. concurrently with the Closing.
• Stockholders to vote their shares in favor of the Merger Agreement and the Merger at the Company Stockholders Meeting.
• Stockholders to contribute their shares to KONA Parent, L.P. immediately prior to the Effective Time of the merger.

Key Dates

Recommendation

The filing details further steps in the process of KORE Group Holdings, Inc. going private. For existing public shareholders not participating in the rollover, the outcome is largely predetermined by the merger agreement, which typically involves a cash payout. For those considering the stock, the limited remaining upside to the merger price, coupled with the impending delisting, suggests a 'hold' position for current shareholders awaiting the merger's completion, or 'na' for new investors as the public trading window is closing.

Keywords

KORE Group Holdings, KONA Parent, Merger Agreement, Rollover Agreement, Schedule 13D, Shareholder Voting, Private Equity, Searchlight Capital, Corporate Action, IoT, Connectivity