Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
KORE Group Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
50066V107
(CUSIP Number)
September 30, 2021
(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 disclosures 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP: 50066V107
Page 2 of 8
| 1 |
NAMES OF REPORTING PERSONS
Spring Creek Capital, 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
10,000,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,000,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Spring Creek Capital, LLC purchased 10,000,000 shares of common stock from KORE Group Holdings, Inc. (formerly named King Pubco, Inc., the “Issuer”) in a private placement. |
CUSIP: 50066V107
Page 3 of 8
| 1 |
NAMES OF REPORTING PERSONS
SCC Holdings, 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
10,000,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,000,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 10,000,000 shares of common stock purchased by Spring Creek Capital, LLC in a private placement from the Issuer. These Issuer securities may be deemed to be beneficially owned by SCC Holdings, LLC by virtue of its 100% ownership of Spring Creek Capital, LLC. |
CUSIP: 50066V107
Page 4 of 8
| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,000,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,000,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 10,000,000 shares of common stock purchased by Spring Creek Capital, LLC in a private placement from the Issuer. These Issuer securities may be deemed to be beneficially owned by virtue of Koch Industries, Inc.’s indirect ownership of Spring Creek Capital, LLC. |
CUSIP: 50066V107
Page 5 of 8
Item 1(a). Name of Issuer: KORE Group Holdings, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Officers: 3700 Mansell Road, Suite 300, Alpharetta, GA 30022.
Item 2(a). Name of Person Filing:
Spring Creek Capital, LLC (“Spring Creek”)
SCC Holdings, LLC (“SCC Holdings”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
Item 2(c). Citizenship: See Item 4 of each cover page.
Item 2(d).Title of Class of Securities: Common stock, par value $0.0001 per share (“Public Shares”).
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: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 66,825,701 Public Shares issued and outstanding as of the completion of the Issuer’s merger on September 30, 2021 in the “maximum redemption with backstop” scenario, which number of shares was reported in the proxy statement/prospectus dated August 13, 2021 and filed by the Issuer on August 13, 2021 pursuant to Rule 424(b)(3) under the Securities Act of 1933.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Spring Creek is 100% owned by SCC Holdings and SCC Holdings is 100% owned by Koch Industries.
Koch Industries and SCC Holdings may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of Koch Industries’ ownership of SCC Holdings and SCC Holdings’ ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that either SCC Holdings or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
CUSIP: 50066V107
Page 6 of 8
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
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. Certifications.
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, other than activities solely in connection with a nomination under §240.14a-11.
CUSIP: 50066V107
Page 7 of 8
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: October 8, 2021
| Spring Creek Capital, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| SCC Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| Koch Industries, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Assistant Secretary | |