Current Report Filing (8-k)
August 26 2021 - 8:21AM
Edgar (US Regulatory)
false 0001719489 0001719489 2021-08-25 2021-08-25 0001719489 klr:CommonStockParValue0.0001PerShare2Member 2021-08-25 2021-08-25 0001719489 klr:WarrantsAtAnExercisePriceOf11.50PerShareOfCommonStock1Member 2021-08-25 2021-08-25
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)
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Delaware
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001-38320
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82-3027430
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Via Marco D’Aviano, 2, Milano MI, Italy
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20131
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(Address of Principal Executive Offices)
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(Zip Code)
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+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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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KLR
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NYSE American LLC
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Warrants, at an exercise price of $11.50 per share of Common Stock
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KLR WS
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NYSE American LLC
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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
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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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.
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
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Financing Statements and Exhibits.
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(d) Exhibits.
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
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By:
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/s/ Dario Calogero
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Name:
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Dario Calogero
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Title:
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Chief Executive Officer and President
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