KORE Group Holdings Files 8-K on Security Holder Rights

TL;DR

KORE Group Holdings filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

KORE Group Holdings, Inc. filed an 8-K on June 27, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as King Pubco, Inc., is incorporated in Delaware and headquartered in Atlanta, GA.

Why It Matters

This filing indicates potential changes affecting KORE Group's security holders and corporate structure, requiring investor attention to understand the implications.

Risk Assessment

Risk Level: low — This is a routine filing detailing corporate actions and financial information, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 001-40856 — SEC File Number (Identifies the company's filing with the SEC)
• 86-3078783 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• KORE Group Holdings, Inc. (company) — Registrant
• King Pubco, Inc. (company) — Former company name
• June 27, 2024 (date) — Date of earliest event reported
• 3 Ravinia Drive NE, Suite 500 Atlanta, GA 30346 (address) — Registrant's principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common stock, $0.0001 par value per share KORE New York Stock

Filing Documents

• kore-20240627.htm (8-K) — 33KB
• kore_q2x24certificateofame.htm (EX-3.1) — 13KB
• 0001855457-24-000062.txt ( ) — 184KB
• kore-20240627.xsd (EX-101.SCH) — 2KB
• kore-20240627_lab.xml (EX-101.LAB) — 24KB
• kore-20240627_pre.xml (EX-101.PRE) — 14KB
• kore-20240627_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, on June 12, 2024, KORE Group Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved a proposal to approve an amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Charter") to effect, at the discretion of the Company's Board of Directors (the "Board"), a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio in the range of 1-for-4 to 1-for-10 (or any whole number in between), with such ratio to be determined at the discretion of the Board. As previously disclosed, on June 20, 2024, the Board approved the reverse stock split at a ratio of 1-for-5 (the "Reverse Stock Split"). On June 26, 2024, the Company filed the certificate of amendment (the "Certificate of Amendment") to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, to be effective at 12:01 a.m. Eastern Time on July 1, 2024 (the "effective date"). As a result of the Reverse Stock Split, every five shares of the Company's Common Stock issued and outstanding as of the effective date will be automatically reclassified into one share of the Company's Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record at the effective date of the Reverse Stock Split who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be exchanged, will automatically, in lieu of a fractional share, be entitled, to have their fractional shares rounded up to the next whole share and receive an additional whole share of Common Stock in lieu of such fractional shares. Proportionate adjustme

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report other than statements of historical fact, including, without limitation, statements regarding the expected timing of the Reverse Stock Split, the effects of the Reverse Stock Split, and the anticipated timing of the commencement of trading of the Common Stock on a split-adjusted basis, are forward-looking statements. The words "believe," "may," "will," "estimate," "potential," "continue," "anticipate," "intend," "expect," "strategy," "future," "could," "would," "project," "plan," "target," and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the risk that the Reverse Stock Split may impact the Company's results of operations, business operations and reputation with or ability to serve its stockholders and/or customers, and the trading prices and volatility of the Common Stock; the Reverse Stock Split may not be adequate to cure compliance with Section 802.01C of the NYSE Listed Company Manual or that the Company may otherwise fail to meet the NYSE's continued listing standards, and the other factors, risks and uncertainties included in the Company's Ann

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incor poration of KORE Group Holdings, Inc. 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 27, 2024 By: /s/ Jack W. Kennedy Jr. Name: Jack W. Kennedy Jr. Title: Executive Vice President, Chief Legal Officer, and Secretary

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View this 8-K filing on SEC EDGAR