KLR Kaleyra Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ☐

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Explanatory Note

Kaleyra, Inc. (the “Company” or the “Registrant”) is filing this registration statement on Form 8-A with the U.S. Securities and Exchange Commission (the “SEC”), in connection with the registration pursuant to Section 12(b) of the Securities Act of 1934, of its common stock, par value $0.0001 per share (“Common Stock”), in connection with the transfer of the listing of the Company’s Common Stock from the NYSE American LLC, where it is presently listed, to the New York Stock Exchange. The Company’s Common Stock was previously registered pursuant to Section 12(b) of the Exchange Act by the registration statement on Form 8-A, filed with the SEC on November 25, 2019 (File No. 001-38320).

Item 1. Description of Registrant’s Securities to be Registered.

The description of the Common Stock is set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-221581), originally filed with the SEC on November 15, 2017, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates, and which is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 26, 2021