UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 25, 2019
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-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 Rule12b-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. ☐
Explanatory Note
Kaleyra, Inc. is filing this Amendment No. 1 to its Current Reporton Form 8-K (“Amendment No. 1”) to amend its Current Reporton Form 8-K, as originally filed with the U.S. Securities and Exchange Commission on December 2, 2019 (the “Original Form 8-K”), solely for the purpose of filing a material agreement as Exhibit 10.34 to theOriginal Form 8-K and to revise the exhibit index in Item 9.01 of theOriginal Form 8-K to reflect the inclusion of Exhibit 10.34.
Except as noted above, this Amendment No. 1 does not modify or update in any way the disclosures made in the OriginalForm 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
* | Schedules and exhibits to this Exhibit omitted pursuant toRegulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
# | Indicates a management contract or compensatory plan, contract or arrangement. |
** | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of RegulationS-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. |
† | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of RegulationS-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request. |
+ | Previously filed with the Original Form8-K. |
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: December 5, 2019
By: | /s/ Dario Calogero | |
Name: | Dario Calogero | |
Title: | Chief Executive Officer and President |