UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q/A
Amendment No. 1
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:001-38320
KALEYRA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-3027430 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| Via Marco D’Aviano, 2, Milano MI, Italy | 20131 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: +39 02 288 5841
(Former name or former address, if changed since last report): N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.:
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
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 |
As of May 12, 2020, there were 22,195,276 shares of the Company’s common stock issued and outstanding.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 on Form10-Q/A (the “Amendment”) to the Quarterly Report on Form10-Q of Kaleyra, Inc. (the “Company”) for the quarter ended March 31, 2020 that was filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2020 (the “Form10-Q”) is to add this Explanatory Note which was inadvertently omitted from the Form10-Q disclosing that, as previously disclosed in the Company’s Current Report on Form8-K as filed with the SEC on May 11, 2020, and in accordance with the Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, SECRelease No. 34-88318, dated March 4, 2020 (the “Original Order”), as superseded by Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies,Release No. 34-88465, dated March 25, 2020 (the “Order”), extending and modifying the exemptions granted by the Original Order, the Company disclosed: (i) that it relied on the relief provided by the Order in connection with the filing of the Form10-Q, (ii) as the Company is headquartered in Milan, Italy, the ongoing lockdown and quarantine imposed by the Italian government in response tothe COVID-19 public health emergency impacted its ability working with third parties in Italy to obtain information necessary for the Company to complete the internal processes required for the preparation of the Company’s consolidated financial statements or the review of such consolidated financial statements by the Company’s independent registered public accounting firm in time to allow for, or to otherwise enable, the Company to approve and file the Form10-Q on a timely basis, and (iii) the Company expected to file the Form10-Q on or before May 15, 2020. The Company filed the Form10-Q on May 15, 2020 which was within the stated timeframe.
This Amendment does not modify or update in any way the disclosures contained in the Form10-Q other than as set forth above.
Item 6. Exhibits
SIGNATURES
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.
| KALEYRA, INC. | ||||||
| Dated: May 19, 2020 | By: | /s/ Dario Calogero | ||||
| Name: | Dario Calogero | |||||
| Title: | Chief Executive Officer, and President | |||||
| (Principal Executive Officer) | ||||||
| KALEYRA, INC. | ||||||
| Dated: May 19, 2020 | By: | /s/ Giacomo Dall’Aglio | ||||
| Name: | Giacomo Dall’Aglio | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
