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): August 25, 2021

 

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		001-38320		82-3027430
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Via Marco D’Aviano, 2, Milano MI, Italy				20131
(Address of Principal Executive Offices)				(Zip Code)

+39 02 288 5841

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		KLR		NYSE American LLC
Warrants, at an exercise price of $11.50 per share of Common Stock		KLR WS		NYSE American LLC

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 25, 2021, the NYSE approved the transfer of listing of the common stock, $0.0001 par value per share (the “Common Stock”) of Kaleyra, Inc. (the “Company”). Effective August 31, 2021, the Company’s Common Stock will cease trading on the NYSE American and will commence trading on the NYSE under the symbol “KLR.” The Company intends to file a Form 25 with the SEC to affect the voluntary withdrawal of the listing of the Common Stock from the NYSE American on or about September 10, 2021.

 

Item 8.01

Other Events.

On August 26, 2021, the Company issued a press release announcing the transfer of listing from the NYSE American to the NYSE. A copy of this press release is attached as Exhibit 99.1 hereto.

 

Item 9.01

Financing Statements and Exhibits.

(d)    Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated August 26, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 26, 2020