SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

2/9/24 4:30:07 PM ET

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SC 13G/A 1 sc13ga3.htm SCHEDULE 13G, AMENDMENT NO. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

KORE Group Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50066V107

(CUSIP Number)

December 31, 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 the disclosure provided in a prior cover page.

The information required in 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,475,040
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,475,040
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,475,040
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0%¹
12	TYPE OF REPORTING PERSON PN

The percentage of Common Stock (as defined below in Item 2(d)) is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 3,475,040 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,475,040¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,475,040¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,475,040
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the general partner of Drawbridge Special Opportunities Fund LP.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 3,475,040 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,096,720¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,096,720¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,096,720
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%²
12	TYPE OF REPORTING PERSON OO, IA

¹	Solely in its capacity as the investment adviser to certain investment funds, including Drawbridge Special Opportunities Fund LP, that hold notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,096,720 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Lending II Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,576,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,576,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,576,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%¹
12	TYPE OF REPORTING PERSON PN

¹	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,576,000 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Lending Advisors II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,576,000¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,576,000¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,576,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%²
12	TYPE OF REPORTING PERSON OO, IA

¹	Solely in its capacity as the investment adviser to Fortress Lending II Holdings L.P.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,576,000 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the holder of all membership interests in certain investment advisers, including Drawbridge Special Opportunities Advisors LLC and Fortress Lending Advisors II LLC, that may be deemed to beneficially own notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON PN, HC

¹	Solely in its capacity as the holder of all of the issued and outstanding membership interests of FIG LLC and as the indirect parent of the general partners of certain investment funds that hold notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON CO, HC

¹	Solely in its capacity as the general partner of Fortress Operating Entity I LP.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

Item 1(a)

Name of Issuer

The name of the issuer is KORE Group Holdings, Inc. (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 3 Ravinia Drive NE, Suite 500, Atlanta, GA, 30346.

Item 2(a)

Name of Person Filing

This statement is filed by (collectively, the “Reporting Persons”):

(i)

Drawbridge Special Opportunities Fund LP, a Delaware limited partnership, which directly holds notes convertible into Common Stock (as defined below);

(ii)

Drawbridge Special Opportunities GP LLC, a Delaware limited liability company, which is the general partner of Drawbridge Special Opportunities Fund LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

(iii)

Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company, which is the investment adviser to certain investment funds (including Drawbridge Special Opportunities Fund LP) that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

(iv)

Fortress Lending II Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Common Stock;

(v)

Fortress Lending Advisors II LLC, a Delaware limited liability company, which is the investment adviser to Fortress Lending II Holdings L.P. and may therefore be deemed to beneficial own the Common Stock beneficially owned thereby;

(vi)

FIG LLC, a Delaware limited liability company, which is the holder of all membership interests in investment advisers (including Drawbridge Special Opportunities Advisors LLC and Fortress Lending Advisors II LLC) to certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

(vii)

Fortress Operating Entity I LP, a Delaware limited partnership, which is (i) the holder of all of the issued and outstanding membership interests of FIG LLC and (ii) the indirect parent of the general partners (including Drawbridge Special Opportunities GP LLC) of certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

(viii)

FIG Corp., a Delaware corporation, which is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and

(ix)

Fortress Investment Group LLC, a Delaware limited liability company, which is the holder of all of the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby.

The Joint Filing Agreement among the Reporting Persons to file this Amendment No. 3 to Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was filed as Exhibit A to Schedule 13G filed by the Reporting Persons on November 8, 2021, and is incorporated herein by reference.

Item 2(b)

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

Item 2(c)

Citizenship

See Item 4 of each of the cover pages.

Item 2(d)

Title of Class of Securities

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

Item 2(e)

CUSIP No.

50066V107

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned: See Item 9 of each of the cover pages.

Due to the Ownership Limitation (as defined below), collectively, the Reporting Persons may be deemed to beneficially own 9,143,206 shares of Common Stock, consisting of notes convertible into 9,143,206 shares.

The number of shares of Common Stock into which certain notes of the Issuer are convertible is limited pursuant to the terms of such notes to that number of shares of Common Stock that would result in the Reporting Persons and their affiliates having aggregate beneficial ownership of more than 9.99% of the total issued and outstanding shares of Common Stock (the “Ownership Limitation”). In accordance with Rule 13d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock issuable upon any conversion of the notes of the Issuer to the extent that such conversion would cause the Reporting Persons’ aggregate beneficial ownership to exceed or remain above the Ownership Limitation. Due to the Ownership Limitation, as of the date of this filing, the Reporting Persons disclaim beneficial ownership with respect to the remaining 456,794 shares of Common Stock into which such notes would otherwise be convertible.

(b)

Percent of Class: See Item 11 of each of the cover pages.

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or direct the vote: See Item 5 of each of the cover pages.

(ii)

Shared power to vote or direct the vote: See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities GP LLC and Drawbridge Special Opportunities Advisors LLC ceased to be the beneficial owners of more than five percent of the total issued and outstanding shares of Common Stock.

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

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.

SIGNATURES

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: February 9, 2024

	DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

	By:	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC, its general partner

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS LENDING II HOLDINGS L.P.

	By:	FORTRESS LENDING ADVISORS II LLC, its investment adviser

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS LENDING ADVISORS II LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary

	FIG LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS OPERATING ENTITY I LP

	By:	FIG CORP., its general partner

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FIG CORP.

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS INVESTMENT GROUP LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary

Get the next $KORE alert in real time by email

Date

Price Target

Rating

Analyst

8/23/2024

$2.00

Buy → Hold

TD Cowen

3/10/2022

$18.00 → $12.50

Outperform

Cowen & Co.

1/20/2022

$13.00

Buy

ROTH Capital

1/10/2022

$8.00

Hold

Deutsche Bank

12/17/2021

$7.50

Equal-Weight

Morgan Stanley

10/11/2021

$18.00

Outperform

Cowen & Co.

SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

2/9/24 4:30:07 PM ET

$KORE

Telecommunications Equipment

Telecommunications

Get the next $KORE alert in real time by email

SC 13G/A 1 sc13ga3.htm SCHEDULE 13G, AMENDMENT NO. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

KORE Group Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50066V107

(CUSIP Number)

December 31, 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 the disclosure provided in a prior cover page.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,475,040
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,475,040
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,475,040
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0%¹
12	TYPE OF REPORTING PERSON PN

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,475,040¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,475,040¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,475,040
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the general partner of Drawbridge Special Opportunities Fund LP.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 3,475,040 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,096,720¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,096,720¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,096,720
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%²
12	TYPE OF REPORTING PERSON OO, IA

¹	Solely in its capacity as the investment adviser to certain investment funds, including Drawbridge Special Opportunities Fund LP, that hold notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,096,720 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Lending II Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,576,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,576,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,576,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%¹
12	TYPE OF REPORTING PERSON PN

¹	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,576,000 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Lending Advisors II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,576,000¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,576,000¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,576,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%²
12	TYPE OF REPORTING PERSON OO, IA

¹	Solely in its capacity as the investment adviser to Fortress Lending II Holdings L.P.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 4,576,000 shares issuable upon the conversion of certain notes.

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the holder of all membership interests in certain investment advisers, including Drawbridge Special Opportunities Advisors LLC and Fortress Lending Advisors II LLC, that may be deemed to beneficially own notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON PN, HC

¹	Solely in its capacity as the holder of all of the issued and outstanding membership interests of FIG LLC and as the indirect parent of the general partners of certain investment funds that hold notes convertible into Common Stock.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON CO, HC

¹	Solely in its capacity as the general partner of Fortress Operating Entity I LP.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

50066V107

1	NAME OF REPORTING PERSON Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,143,206¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,143,206¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,143,206
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

¹	Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.

²	The percentage of Common Stock is based on 82,380,381 shares outstanding as of December 13, 2023, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, plus 9,143,206 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

Item 1(a)

Name of Issuer

The name of the issuer is KORE Group Holdings, Inc. (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 3 Ravinia Drive NE, Suite 500, Atlanta, GA, 30346.

Item 2(a)

Name of Person Filing

This statement is filed by (collectively, the “Reporting Persons”):

(i)

Drawbridge Special Opportunities Fund LP, a Delaware limited partnership, which directly holds notes convertible into Common Stock (as defined below);

(ii)

(iii)

(iv)

Fortress Lending II Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Common Stock;

(v)

(vi)

(vii)

(viii)

FIG Corp., a Delaware corporation, which is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and

(ix)

Item 2(b)

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

Item 2(c)

Citizenship

See Item 4 of each of the cover pages.

Item 2(d)

Title of Class of Securities

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

Item 2(e)

CUSIP No.

50066V107

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned: See Item 9 of each of the cover pages.

(b)

Percent of Class: See Item 11 of each of the cover pages.

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or direct the vote: See Item 5 of each of the cover pages.

(ii)

Shared power to vote or direct the vote: See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

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

SIGNATURES

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: February 9, 2024

	DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

	By:	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC, its general partner

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS LENDING II HOLDINGS L.P.

	By:	FORTRESS LENDING ADVISORS II LLC, its investment adviser

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS LENDING ADVISORS II LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary

	FIG LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS OPERATING ENTITY I LP

	By:	FIG CORP., its general partner

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FIG CORP.

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary


	FORTRESS INVESTMENT GROUP LLC

	By:	/s/ David Brooks
		Name: David Brooks
		Title: Secretary

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Date

Price Target

Rating

Analyst

8/23/2024

$2.00

Buy → Hold

TD Cowen

3/10/2022

$18.00 → $12.50

Outperform

Cowen & Co.

1/20/2022

$13.00

Buy

ROTH Capital

1/10/2022

$8.00

Hold

Deutsche Bank

12/17/2021

$7.50

Equal-Weight

Morgan Stanley

10/11/2021

$18.00

Outperform

Cowen & Co.

SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$KORE

SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$KORE

$KORE
SEC Filings

SEC Form 424B3 filed by KORE Group Holdings Inc.

SEC Form 424B3 filed by KORE Group Holdings Inc.

SEC Form 424B3 filed by KORE Group Holdings Inc.

$KORE
Press Releases

KORE Reports Second Quarter 2025 Results

KORE and TD SYNNEX Announce Strategic Alliance to Simplify Connectivity

KORE to Report Second Quarter 2025 Results on August 14, 2025

$KORE
Leadership Updates

KORE Announces Chief Financial Officer Transition

KORE Appoints Jared Deith as Chief Revenue Officer to Accelerate Market Leadership and Innovation

KORE Announces Appointment of Bruce Gordon as Executive Vice President and Chief Operating Officer

$KORE
Analyst Ratings

KORE Group downgraded by TD Cowen with a new price target

Cowen & Co. reiterated coverage on Kore Group Holdings with a new price target

ROTH Capital initiated coverage on KORE Group with a new price target

$KORE
Insider Purchases

Bahl Romil bought $7,708 worth of shares (12,514 units at $0.62), increasing direct ownership by 2% to 734,279 units (SEC Form 4)

Bahl Romil bought $4,500 worth of shares (10,000 units at $0.45), increasing direct ownership by 1% to 721,765 units (SEC Form 4)

$KORE
Insider Trading

EVP & Chief Revenue Officer Deith Jared converted options into 8,000 shares, increasing direct ownership by 2% to 447,869 units (SEC Form 4)

President & CEO Totton Ronald converted options into 16,667 shares and sold $12,189 worth of shares (5,016 units at $2.43), increasing direct ownership by 33% to 46,601 units (SEC Form 4)

SEC Form 4 filed by Exec. Vice Pres., CFO & Treas. Bellomo John Anthony

$KORE
Financials

KORE Reports Second Quarter 2025 Results

KORE to Report Second Quarter 2025 Results on August 14, 2025

KORE Reports First Quarter 2025 Results

$KORE
Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by KORE Group Holdings Inc.

Amendment: SEC Form SC 13G/A filed by KORE Group Holdings Inc.

SEC Form SC 13G filed by KORE Group Holdings Inc.

SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for $KORE

SEC Form SC 13G/A filed by KORE Group Holdings Inc. (Amendment)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for $KORE

$KORE SEC Filings

SEC Form 424B3 filed by KORE Group Holdings Inc.

SEC Form 424B3 filed by KORE Group Holdings Inc.

SEC Form 424B3 filed by KORE Group Holdings Inc.

$KORE Press Releases

KORE Reports Second Quarter 2025 Results

KORE and TD SYNNEX Announce Strategic Alliance to Simplify Connectivity

KORE to Report Second Quarter 2025 Results on August 14, 2025

$KORE Leadership Updates

KORE Announces Chief Financial Officer Transition

KORE Appoints Jared Deith as Chief Revenue Officer to Accelerate Market Leadership and Innovation

KORE Announces Appointment of Bruce Gordon as Executive Vice President and Chief Operating Officer

$KORE Analyst Ratings

KORE Group downgraded by TD Cowen with a new price target

Cowen & Co. reiterated coverage on Kore Group Holdings with a new price target

ROTH Capital initiated coverage on KORE Group with a new price target

$KORE Insider Purchases

Bahl Romil bought $7,708 worth of shares (12,514 units at $0.62), increasing direct ownership by 2% to 734,279 units (SEC Form 4)

Bahl Romil bought $4,500 worth of shares (10,000 units at $0.45), increasing direct ownership by 1% to 721,765 units (SEC Form 4)

$KORE Insider Trading

EVP & Chief Revenue Officer Deith Jared converted options into 8,000 shares, increasing direct ownership by 2% to 447,869 units (SEC Form 4)

President & CEO Totton Ronald converted options into 16,667 shares and sold $12,189 worth of shares (5,016 units at $2.43), increasing direct ownership by 33% to 46,601 units (SEC Form 4)

SEC Form 4 filed by Exec. Vice Pres., CFO & Treas. Bellomo John Anthony

$KORE Financials

KORE Reports Second Quarter 2025 Results

KORE to Report Second Quarter 2025 Results on August 14, 2025

KORE Reports First Quarter 2025 Results

$KORE Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by KORE Group Holdings Inc.

Amendment: SEC Form SC 13G/A filed by KORE Group Holdings Inc.

SEC Form SC 13G filed by KORE Group Holdings Inc.

Recent Analyst Ratings for
$KORE

Recent Analyst Ratings for
$KORE

$KORE
SEC Filings

$KORE
Press Releases

$KORE
Leadership Updates

$KORE
Analyst Ratings

$KORE
Insider Purchases

$KORE
Insider Trading

$KORE
Financials

$KORE
Large Ownership Changes