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 24, 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

Regulation FD Disclosure

On July 24, 2022, Kaleyra, Inc. (the “Company”) issued a press release (i) responding to false assertions from TCR Acquisition LLC, Mr. Frederick Joyce and Mr. Giovanni Tarone (the “Critic Group”) about the Company’s subsidiary, Campaign Registry, Inc. and (ii) announcing the sending of a Cease-and-Desist Letter to the Critic Group demanding that it retract its false assertions. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. A copy of the Cease-and-Desist Letter is attached as Exhibit 99.2 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 August 24, 2022.
99.2		Cease-and-Desist Letter, dated August 24, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: August 24, 2022