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).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses