8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2021

KORE Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	(001-40856)	86-3078783
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)

3700 Mansell Road, Suite 300

Alpharetta, GA 30022

877-710-5673

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, $0.0001 par value per share	KORE	The New York Stock Exchange
Warrants to purchase common stock	KORE WS	The New York Stock Exchange

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).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2021, KORE Group Holdings, Inc. (the “Company”) issued a press release announcing Puneet Pamnani has stepped down from his role as the Company’s Chief Financial Officer and is expected to depart from the Company on February 28, 2022. Effective November 22, 2021, Paul Holtz, the Company’s SVP of Corporate Performance, Planning and Analytics, has been named as interim Chief Financial Officer, while the Company identifies a permanent successor. In the interim, Mr. Pamnani will serve in an advisory capacity to support transition. Mr. Pamnani’s decision to leave the Company is not a result of any disagreement on any matter relating to the Company’s financial statement disclosure, accounting policies, procedures, estimates, or judgments or internal controls.

Mr. Holtz, age 45, joined KORE in 2017 and has public company experience in the technology and SaaS space. Mr. Holtz’s role at KORE was recently expanded to support the Company’s focus on service delivery and to help optimize financial performance. Prior to joining the Company, Mr. Holtz served in various roles at Blackberry, most recently as Head of Finance for the office of the COO. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

There are no arrangements or understandings between Mr. Holtz and any other person pursuant to which he was selected as interim Chief Financial Officer. Mr. Holtz does not have any family relationships with any of the Company’s directors, executive officers, or other person nominated or chosen by the Company to become a director or executive officer. There are no transactions between Mr. Holtz and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this current report:

Exhibit<br>No.	Description
99.1	Press Release, dated November 29, 2021.
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: November 29, 2021	By:	/s/ Romil Bahl
	Name:	Romil Bahl
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

KORE Announces CFO Transition ****

Puneet Pamnani to Depart as CFO; Paul Holtz Appointed Interim Chief Financial Officer

ATLANTA, November 29, 2021 — KORE Group Holdings, Inc. (NYSE: KORE, KORE WS) (“KORE” or the “Company”), a global leader in Internet of Things (IoT) solutions and worldwide IoT Connectivity-as-a-Service (“CaaS”), today announced that Paul Holtz, SVP of Corporate Performance, Planning and Analytics, has been named as interim Chief Financial Officer, while KORE identifies a permanent successor. He succeeds Puneet Pamnani, Chief Financial Officer (CFO), who is stepping down to pursue other opportunities.

Mr. Holtz joined KORE in 2017 and has public company experience in the technology and SaaS space. Mr. Holtz’s role at KORE was recently expanded to support the Company’s focus on service delivery and to help optimize financial performance. Prior to joining KORE, Mr. Holtz served in various roles at Blackberry, most recently as Head of Finance for the office of COO.

Mr. Pamnani will continue as an employee of KORE through at least February 28, 2022 and will be available to support the transition. With a view to evaluate external and internal candidates, KORE has initiated a search with a recognized executive search firm for a CFO to execute on the Company’s long-term growth plans.

“I appreciate Puneet’s hard work and contributions to KORE through the three and a half years he was here, including our journey to listing on the NYSE,” said KORE President and CEO Romil Bahl. “As we begin the process of identifying his successor, I am pleased that our focus on succession planning has us well positioned internally. I have tremendous confidence in Paul’s ability to help KORE continue its exciting growth trajectory, and he will undoubtedly be a strong candidate for the permanent job.”

“My mandate as CFO was to help take the company public, and I enjoyed the journey and challenges of doing so with our team,” said Mr. Pamnani. “As Romil and I discussed my personal and professional goals as well as the company’s evolving needs, we determined that now is a logical point to transition to the next phase of financial leadership. KORE is very well positioned for growth, and I am grateful to have had the opportunity to work alongside a world-class team under Romil’s strong leadership.”

About KORE

KORE is a pioneer, leader, and trusted advisor delivering mission critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and deployment agility accelerate and materially impact our customers’ business outcomes. For more information, visit www.korewireless.com.

Cautionary Note on Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the Company’s plans regarding the transition of CFO duties, the execution of strategy and future growth. These statements are based on various assumptions and on the current expectations of KORE’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of KORE. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; risks related to the rollout of KORE’s business and the timing of expected business milestones; changes in the assumptions underlying KORE’s expectations regarding its future business; the effects of competition on KORE’s future business; and the outcome of judicial proceedings to which KORE is, or may become a party. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that KORE presently does not know or that KORE currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect KORE’s expectations, plans or forecasts of future events and views as of the date of this press release. KORE anticipate that subsequent events and developments will cause these assessments to change. However, while KORE may elect to update these forward-looking statements at some point in the future, KORE specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing KORE’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

KORE

Media and Investors:

Vik Vijayvergiya

Vice President, Investor Relations

investors@korewireless.com

or

Investors:

Matt Glover, Alex Thompson

Gateway Group, Inc.

KORE@gatewayir.com

+1-949-574-3860