KORE Group Holdings, Inc. Merger Agreement and Schedule 13D Amendment

KORE Group Holdings, Inc. has entered into an Agreement and Plan of Merger with KONA Parent, L.P. and KONA Merger Sub Co. The merger agreement, dated February 26, 2026, outlines the terms of the acquisition where KORE Group Holdings, Inc. will merge with Merger Sub, becoming a wholly-owned subsidiary of Parent. The transaction is valued at $9.25 per share for common stockholders, with Series A-1 Preferred Stock held by Searchlight IV KOR, L.P. remaining outstanding. The merger is subject to several conditions, including stockholder approval, HSR Act clearance, and CFIUS approval. Searchlight Capital IV, L.P. and its affiliates have committed $175,000,000 in equity financing. The filing also details a Joint Bidding and Cost Sharing Agreement between ABRY Partners VII, L.P. and Searchlight Capital Partners, L.P., and an Amended and Restated Agreement extending a "Holiday Period" for Searchlight and Abry to engage in discussions and enter into rollover agreements. Following the merger, KORE Group Holdings, Inc. common stock is expected to be delisted from the NYSE.