UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on March 26, 2023, KORE Group Holdings, Inc., a Delaware corporation (“KORE”), entered into a Purchase Agreement (the “Purchase Agreement”) with Twilio Inc. (“Twilio”), whereby KORE agreed to purchase, or to cause one or more of its subsidiaries to purchase, subject to the satisfaction or waiver of the conditions set forth therein, the “internet of things” business of Twilio, through the purchase of certain assets, including certain technology and intellectual property rights, and the assumption of certain liabilities, of Twilio and certain of its subsidiaries (the “Transaction”). The Transaction closed on June 1, 2023. Pursuant to the terms of the Purchase Agreement, upon consummation of the Transaction, KORE issued to Twilio 10 million shares of KORE’s common stock, par value $0.0001 (“Common Stock”).
The foregoing description of the Purchase Agreement and the Transaction is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by KORE with the SEC on March 28, 2023 and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities |
The information disclosed in Item 2.01 of this Current Report is incorporated in this Item 3.02 by reference. All of the shares of Common Stock issued pursuant to the Purchase Agreement were offered and sold by KORE pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof.
| Item 7.01. | Regulation FD Disclosure |
On June 1, 2023, KORE issued a press release announcing the consummation of the Transaction. The full text of the press release, dated June 1, 2023, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 7.01 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report:
| Exhibit No. |
Description | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KORE Group Holdings, Inc. | ||||||||||
| Date: June 2, 2023 | By: | /s/ Jack W. Kennedy Jr. | ||||||||
| Name: | Jack W. Kennedy Jr. | |||||||||
| Title: | Executive Vice President, Chief Legal Officer & Secretary | |||||||||