SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Searchlight IV KOR, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 5TH AVENUE - 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2023
3. Issuer Name and Ticker or Trading Symbol
KORE Group Holdings, Inc. [ KORE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock(1) 150,000 D(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Penny Warrant (right to buy)(1) (2) 11/15/2033 Common Stock, par value $0.0001 per share 11,800,000(3) 0.01(3) D(4)(5)
1. Name and Address of Reporting Person*
Searchlight IV KOR, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 5TH AVENUE - 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital Partners IV GP AGG, LLC

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 5TH AVENUE - 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital Partners IV GP, L.P.

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 5TH AVENUE - 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Searchlight Capital Partners IV GP, LLC

(Last) (First) (Middle)
C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.
745 5TH AVENUE - 27TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act"), to report that on November 15, 2023, KORE Group Holdings, Inc. (the "Issuer") issued to Searchlight IV KOR, L.P. ("Searchlight IV KOR"), a warrant to acquire an aggregate of 11,800,000 shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), at an exercise price of $0.01 per share, subject to adjustment (the "Penny Warrant"). In addition, also on November 15, 2023, the Issuer issued to Searchlight IV KOR 150,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share (the "Series A-1 Preferred Stock"). The Series A-1 Preferred Stock is not convertible into Common Stock.
2. The Penny Warrant became exercisable upon the issuance of the Penny Warrant to Searchlight IV KOR. The Penny Warrant is exercisable at any time and from time to time until prior to the close of business on November 15, 2033, subject to the terms of the Penny Warrant.
3. Pursuant to the terms of the Penny Warrant, the number of shares for which the Penny Warrant is exercisable and the exercise price for such shares may be adjusted for stock splits, reclassifications, share combinations, dividends or distributions made by the Issuer on the Common Stock, certain issuances of Common Stock or securities convertible into Common Stock and similar adjustments.
4. Searchlight IV KOR is a Delaware limited partnership that was formed to effect the investment (the "Investment") in the Issuer's securities in connection with that certain Investment Agreement, dated as of November 9, 2023, by and between Searchlight IV KOR and the Issuer. The general partner of Searchlight IV KOR is Searchlight Capital Partners IV GP AGG, LLC, a Delaware limited liability company ("Searchlight IV GP AGG"). The sole member of Searchlight IV GP AGG is Searchlight Capital Partners IV GP, L.P., a Cayman limited partnership ("Searchlight IV GP LP"). The general partner of Searchlight IV GP LP is Searchlight Capital Partners IV GP, LLC, a Delaware limited liability company ("Searchlight IV GP").
5. The reported securities may be deemed to be owned directly by Searchlight IV KOR and indirectly by Searchlight IV GP AGG, Searchlight IV GP LP and Searchlight IV GP. Each of the Reporting Persons disclaims beneficial ownership of the Penny Warrant and any shares of Common Stock and Series A-1 Preferred Stock that are not directly owned by such Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
SEARCHLIGHT IV KOR, L.P. By: Searchlight Capital Partners IV GP AGG, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person 11/20/2023
SEARCHLIGHT CAPITAL PARTNERS IV GP AGG, LLC By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person 11/20/2023
SEARCHLIGHT CAPITAL PARTNERS IV GP, L.P. By: Searchlight Capital Partners IV GP, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person 11/20/2023
SEARCHLIGHT CAPITAL PARTNERS IV GP, LLC By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person 11/20/2023
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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