Item 5.03 Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year

On March 6, 2023, Kaleyra, Inc. (the "Company") announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company's Board of Directors has approved a 1-for-3.5 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), effective upon the related Amendment to the Company's Second Amended and Restated Certificate of Incorporation becoming effective pursuant to Delaware law. Beginning with the opening of trading on or about March 9, 2023, Kaleyra's Common Stock will trade on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol "KLR."

As a result of the Reverse Stock Split, every three and one-half (3.5) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

The Reverse Stock Split will not reduce the number of authorized shares of Common Stock, or change the par values of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the Reverse Stock Split would result in some of the stockholders receiving an additional fractional share). All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security.

On March 6, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.

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 March 6, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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