SC 13G/A

NAMES OF REPORTING PERSONS

Terrdian Holdings Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Toronto, Canada

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

KORE Group Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

50066V107

(CUSIP Number)

February 17, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 50066V107

CUSIP No. 50066V107

CUSIP No. 50066V107

CUSIP No. 50066V107

Item 1.

(a). Name of Issuer

KORE Group Holdings, Inc. (the “Issuer”)

(b). Address of Issuer’s Principal Executive Office

3 Ravinia Drive NE

Suite 500

Atlanta, GA 30346

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

Terrdian Holdings Inc.

10 High Point Rd

Toronto, Ontario M3B 2A4 Canada

Citizenship: Canada

(ii)

Terrdian CCPC

10 High Point Rd

Toronto, Ontario M3B 2A4 Canada

Citizenship: Canada

(iii)

Ontario 2833075

10 High Point Rd

Toronto, Ontario M3B 2A4 Canada

Citizenship: Canada

(iv)

Terence Jarman

10 High Point Rd

Toronto, Ontario M3B 2A4 Canada

Citizenship: Canada

Item 2(d).

Title of Class of Securities

Common Stock, par value $0.0001 per share the (the “Common Stock”)

Item 2(e).

CUSIP Number

50066V107

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

On February 17, 2023, Ontario 2833075, a wholly-owned subsidiary of Terrdian CCPC, an entity where Terence Jarman serves as the President and Director, transferred 4,983,527 shares of Common Stock to Terrdian Holdings Inc. Terrdian Holdings Inc. is a Canadian corporation controlled by Terrance Jarman as President and Director.

As of the date hereof, Terrdian Holdings Inc. directly holds 4,983,527 shares of Common Stock of the Issuer.

Calculations of the percentage of shares of Common Stock beneficially owned is based on 76,289,741 shares of Common Stock outstanding as of November 11, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2022.

(b)

Percent of class:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.

(c)

Number of Shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See each cover page hereof.

(ii)

Shared power to vote or to direct the vote:

See each cover page hereof.

(iii)

Sole power to dispose or to direct the disposition of:

See each cover page hereof.

(iv)

Shared power to dispose or to direct the disposition of:

See each cover page hereof.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

See Item 4 above. As of the date hereof Ontario 2833075 and Terrdian CCPC are no longer the beneficial owners of more than five percent of the Common Stock of the Issuer.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: March 9, 2023


TERRDIAN HOLDINGS INC.

By:		/s/ Terence Jarman
Name:		Terence Jarman
Title:		Director


TERRDIAN CCPC

By:		/s/ Terence Jarman
Name:		Terence Jarman
Title:		Director


ONTARIO 2833075

By:		/s/ Terence Jarman
Name:		Terence Jarman
Title:		Director

/s/ Terence Jarman

Terence Jarman

EXHIBIT LIST

Exhibit A

Joint Filing Agreement, dated March 9, 2023 (filed herewith).