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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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KORE Group Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
William Kloos 875 Third Avenue, New York, NY, 10022 (212) 521-8495 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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) | ||||||||
| 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
0.00 | ||||||||
| 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)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Frank Bruno | ||||||||
| 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: |
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| 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)
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| 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, par value $0.0001 per share | |
| (b) | Name of Issuer:
KORE Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1155 Perimeter Center West, 11th Floor, Atlanta,
GEORGIA
, 30338. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Cerberus Telecom Acquisition Holdings, LLC ("Cerberus"), Frank Bruno (together, the "Reporting Persons") and Stephen Feinberg on October 12, 2021, as amended by Amendment No. 1 filed on March 18, 2025. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
On July 21, 2026, KORE Group Holdings, Inc. (the "Issuer"), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of February 26, 2026 (the "Merger Agreement"), by and among the Issuer, KONA Parent L.P., a limited partnership ("Parent") affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P. and Abry Partners, LLC and/or Abry Partners II, LLC, and KONA Merger Sub Co., a wholly owned subsidiary of Parent ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of an affiliate of Parent (such merger, the "Merger"). At the effective time of the Merger, all shares of Common Stock, par value $0.0001 per share, of the Issuer ("Common Stock") other than shares of Common Stock held by Parent or Merger Sub, shares held by the Issuer as treasury stock, and shares held by stockholders who have properly exercised and perfected appraisal rights, were cancelled 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").
Pursuant to the terms of the Merger Agreement, on July 21, 2026, the Reporting Persons disposed of all of the shares of Common Stock of the Issuer held by them and received the Merger Consideration. As a result of the Merger, the previously disclosed warrants beneficially owned by the Reporting Persons are no longer exercisable to purchase shares of Common Stock, and therefore the Reporting Persons no longer have any beneficial ownership of shares of Common Stock as a result of beneficially owning such warrants. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons no longer beneficially own any shares of Common Stock. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | The information in Item 4 is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | As of July 21, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock. | |
| 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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