false 0001719489 0001719489 2022-07-13 2022-07-13 0001719489 klr:CommonStockParValue0.0001PerShareMember 2022-07-13 2022-07-13 0001719489 klr:WarrantsAtAnExercisePriceOf11.50PerShareOfCommonStockMember 2022-07-13 2022-07-13

 

 

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): July 13, 2022

 

 

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.)

 

17 State Street, New York City, NY   10004
(Address of Principal Executive Offices)   (Zip Code)

+1 917 508 9185

(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   New York Stock Exchange
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 8.01

Other Events

On July 13, 2022, Kaleyra, Inc. (the “Company”) issued a press release announcing its rejection of an unsolicited offer from TCR Acquisition LLC to acquire 100% of the Campaign Registry Inc., a wholly owned subsidiary of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

Exhibit

Number

    
99.1    Press Release dated July 13, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

- 2 -


SIGNATURE

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: July 13, 2022

 

By:  

/s/ Dario Calogero

Name:   Dario Calogero
Title:   Chief Executive Officer and President

 

- 3 -