KORE Group Holdings Inc美股招股说明书(2025-04-30版)

This prospectus supplement updates, amends and supplements the prospectus dated June 20, 2023 (the “Prospectus”), which forms a part of ourRegistration Statement on FormS-1 (RegistrationNo.333-261464). Capitalized terms used in this prospectus supplement and not otherwise definedherein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the informationcontained in our Annual Report onForm10-Kfiled with the SEC on April 30, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in thisprospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with yourProspectus for future reference. KORE Group Holdings, Inc.’s shares of common stock trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “KORE”. OnApril 29, 2025, the closing price of our common stock was $2.47. INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THEPROSPECTUS AS SUPPLEMENTED BY THE “RISK FACTORS” APPEARING ON PAGE 7 OF THE ATTACHED FORM 10-K. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is April 30, 2025 UNITED STATES FORM 10-K (Mark One) For the fiscal year ended December 31, 2024 ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 001-40856_____________________________ KORE Group Holdings, Inc.(Exact name of registrant as specified in its charter) _____________________________ 877-710-5673Registrant’s telephone number, including area code_____________________________ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: Warrants to purchase common stock(Title of each class)(1) The Company’s warrants trade on the OTC Pink Marketplace under the symbol “KORGW.”_____________________________(1) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoxIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso NoxIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90days. YesxNooIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNooIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.xIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).oIndicate by check mark whether the registrant is a shell com