Grundlæggende statistik
| LEI | 549300Q16CZ1PDK9BL93 |
| CIK | 1719489 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kaleyra Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 14, 2024 |
KLR / Kaleyra Inc / Lynrock Lake LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kaleyra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38320 KALEYRA, INC. (Exact name of registrant as specified in its chart |
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| October 10, 2023 |
SECOND AMENDED AND RESTATED BY-LAWS KALEYRA, INC. dated as of October 5, 2023 EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF KALEYRA, INC. dated as of October 5, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 SECTION 1. REGISTERED OFFICE 1 SECTION 2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 SECTION 1. ANNUAL MEETINGS 1 SECTION 2. SPECIAL MEETINGS 1 SECTION 3. VOTING 1 SECTION 4. QUORUM 2 SECTION 5. NOTICE OF MEETINGS 2 SECTION 6. ACTION WITHOUT MEET |
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| October 10, 2023 |
Tata Communications completes acquisition of Kaleyra, a leading global CPaaS platform player EX-99.1 Exhibit 99.1 PRESS RELEASE Tata Communications completes acquisition of Kaleyra, a leading global CPaaS platform player New York, USA and Mumbai, INDIA – 5th October 2023 – Tata Communications, a global digital ecosystem enabler, today announces completion of the acquisition of Kaleyra, Inc. (NYSE: KLR). On 28th June 2023, Tata Communications had entered into a definitive agreement with Ka |
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| October 10, 2023 |
KLR / Kaleyra Inc / Esse Effe S.p.A. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379202 (CUSIP Number) Esse Effe S.p.A. EFFE PI Società Semplice Emilio Hirsch 41, Via Valeggio, Torino, Italy, 10129 (+39 02 288 5841) (Name, Address and Telephone Num |
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| October 10, 2023 |
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): October 5, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 10, 2023 |
EX-4.1 Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2023 (this “Supplemental Indenture”), between Kaleyra, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of June 1, 2021, between such parties |
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| October 10, 2023 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KALEYRA, INC. ARTICLE I EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KALEYRA, INC. ARTICLE I The name of the corporation is Kaleyra, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, 19808. The name of its registered age |
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| October 10, 2023 |
KLR / Kaleyra Inc / Maya Investments Ltd - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379202 (CUSIP Number) Maya Investments Ltd. Dario Calogero Corso Di Porta Nuova 16, Milan, Italy, 20121 (+39 348 301-4853) (Name, Address and Telephone Number of Perso |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| October 5, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 16, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5th, 2023 As filed with the Securities and Exchange Commission on October 5th, 2023 Registration No. |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5th, 2023 As filed with the Securities and Exchange Commission on October 5th, 2023 Registration No. |
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| October 5, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 16, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| October 5, 2023 |
As filed with the Securities and Exchange Commission on October 5, 2023 As filed with the Securities and Exchange Commission on October 5, 2023 Registration No. |
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| September 28, 2023 |
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): September 28, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 28, 2023 |
Kaleyra, Inc. Stockholders Approve Proposed Acquisition by Tata Communications Limited EX-99.1 Exhibit 99.1 Kaleyra, Inc. Stockholders Approve Proposed Acquisition by Tata Communications Limited NEW YORK, September 28, 2023 (PRNewswire) – Kaleyra, Inc. (NYSE: KLR) (“Kaleyra” or the “Company”), announced that at a special meeting of stockholders held earlier today, the stockholders of the Company have approved all proposals related to the proposed acquisition of the Company by Tata C |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 18, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 17, 2023 |
July 5, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Technology Attention: Joseph Cascarano, Senior Staff Accountant Robert S. |
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| August 14, 2023 |
EX-99.1 Exhibit 99.1 Kaleyra Announces Changes in Management Team Kaleyra announces changes in the management team: Nicola Junior Vitto departure and new appointment of Mauro Carobene NEW YORK – August 11, 2023 – Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaleyra” or the “Company”), an enterprise Communication Platform as a Service (CPaaS), announces certain management changes. As previou |
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| August 14, 2023 |
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 11, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q al UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ 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 |
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| August 4, 2023 |
Exhibit 107 Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Kaleyra, Inc. |
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| August 4, 2023 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 3, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 30, 2023 |
EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and the stockholders of Kaleyra, Inc., a Delaware corporation (the “Company”), listed on Schedule A he |
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| June 30, 2023 |
KLR / Kaleyra Inc / Esse Effe S.p.A. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379202 (CUSIP Number) Esse Effe S.p.A. EFFE PI Società Semplice Emilio Hirsch 41, Via Valeggio, Torino, Italy, 10129 (+39 02 288 5841) (Name, Address and Telephone Num |
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| June 30, 2023 |
EX-10.1 Exhibit 10.1 Execution Version AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of June 28, 2023, by and between Kaleyra, Inc. (formerly known as GigCapital, Inc., a Delaware corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized |
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| June 30, 2023 |
EX-10.3 Exhibit 10.3 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and the stockholders of Kaleyra, Inc., a Delaware corporation (the “Company”), listed on Schedule A he |
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| June 30, 2023 |
EX-1 Exhibit 1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and the stockholders of Kaleyra, Inc. |
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| June 30, 2023 |
KLR / Kaleyra Inc / Maya Investments Ltd - SC 13D/A Activist Investment SC 13D/A 1 d527925dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379202 (CUSIP Number) Maya Investments Ltd. Dario Calogero Corso Di Porta Nuova 16, Milan, Italy, 20121 (+39 348 301-4853) (Name, Address |
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| June 30, 2023 |
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): June 28, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 30, 2023 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among TATA COMMUNICATIONS LIMITED and KALEYRA, INC. Dated as of June 28, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 5 1.1 Certain Definitions 5 1.2 Index of Defined Terms 19 1.3 Certain Interpretations 21 ARTICLE II THE MERGER 23 2.1 The Merger 23 2.2 The Effective Time 23 2.3 The Closing 23 2.4 Effec |
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| June 30, 2023 |
EX-1 Exhibit 1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and the stockholders of Kaleyra, Inc. |
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| June 30, 2023 |
DEFA14A 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): June 28, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 29, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 28, 2023 |
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): June 28, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 28, 2023 |
DEFA14A 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): June 28, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 28, 2023 |
EX-99.1 Exhibit 99.1 PRESS RELEASE Tata Communications to Acquire Kaleyra, a Leading Global CPaaS Platform Player, in All Cash Transaction Acquisition Represents A Significant Premium Over Kaleyra’s Last Closing Price New York, USA and Mumbai, INDIA – 28th June 2023 – Tata Communications, a global digital ecosystem enabler, today announces it has entered into a definitive agreement through Tata Co |
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| May 12, 2023 |
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): May 8, 2023 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 |
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| May 10, 2023 |
al UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ 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 |
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| April 21, 2023 |
Power of Attorney (included on the signature page hereto) As filed with the Securities and Exchange Commission on April 21, 2023 Registration No. |
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| April 21, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) KALEYRA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities. Security Type Security Class Title Fee Calculation Rule Amount to be registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price Fee Rate Amount of registration fee Equity Common Stock, par |
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| April 6, 2023 |
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): April 3, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| April 6, 2023 |
Kaleyra Receives NYSE Non-Compliance Letter Regarding Market Capitalization Deficiency EX-99.1 Exhibit 99.1 Kaleyra Receives NYSE Non-Compliance Letter Regarding Market Capitalization Deficiency NEW YORK – April 6, 2022—Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaleyra” or the “Company”), a rapidly growing omnichannel business communications platform, announced that on April 3, 2023, the Company received a written notice (the “Notice”) from the New York Stock Exchange (the |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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. ( |
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| March 16, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Kaleyra, S.p.A. Italy Buc Mobile, Inc. Delaware Solutions Infini Technologies (India) Private Limited India Campaign Registry, Inc. Delaware Solutions Infini FZE Dubai International Financial Centre Kaleyra US Inc. Delaware |
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| March 9, 2023 |
Kaleyra announces 1-for-3.5 Reverse Stock Split Effective as of 12:01 am ET on March 9th EX-99.1 Exhibit 99.1 Kaleyra announces 1-for-3.5 Reverse Stock Split Effective as of 12:01 am ET on March 9th NEW YORK – March 9, 2023 – Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaleyra” or the “Company”), an enterprise Communication Platform as a Service (CPaaS) business, today announced the approved 1-for-3.5 reverse stock split of the Company’s issued and outstanding common stock is |
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| March 9, 2023 |
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): March 8, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| March 9, 2023 |
EX-3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “KALEYRA, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MARCH, A.D. 2023, AT 3:44 O`CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AM |
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| March 7, 2023 |
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): March 6, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| March 7, 2023 |
Kaleyra to Effect 1-for-3.5 Reverse Stock Split EX-99.1 Exhibit 99.1 Kaleyra to Effect 1-for-3.5 Reverse Stock Split NEW YORK – March 6, 2023 – Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaleyra” or the “Company”), an enterprise Communication Platform as a Service (CPaaS) business, today announced that the Company’s Board of Directors has approved a 1-for-3.5 reverse stock split of the Company’s issued and outstanding common stock. On |
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| February 15, 2023 |
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): February 15, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 15, 2023 |
Submission of Matters to a Vote of Security Holders 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): February 14, 2023 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 15, 2023 |
EX-99.1 2 d413066dex991.htm EX-99.1 Exhibit 99.1 Kaleyra Announces Fourth Quarter 2022 and Full Year 2022 Results Fourth Quarter Highlighted by Record Revenues of $93.7 Million Record Full Year 2022 Revenues of $339.2 Million, Up 27% YoY Announces Implementation of 2023 Restructuring and Cost Reduction Program NEW YORK – February 15, 2023 – Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaley |
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| February 15, 2023 |
Exhibit 99.2 Trusted Communication Platform I nvestor s Pr esentation Febr uar y 2023 Copyright © Kaleyra, Inc. 2023 DISCLAIMER FORWARD LOOKING STATEMENTS This pres entation c ontains forward- looking s tatem ents within the m eaning of U.S . federal s ec urities laws . S uc h forward- looking s tatem ents inc lude, but are not lim ited to, s tatem ents regarding the expec tations , beliefs , inte |
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| February 14, 2023 |
KLR / Kaleyra Inc / Lynrock Lake LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 7, 2023 |
KLR / Kaleyra Inc / Must Asset Management Inc. - SCHEDULE 13G AMENDMENT NO. 3 Passive Investment SCHEDULE 13G AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* KALEYRA, INC. (Name of Issuer) Common Stock, par value of $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| January 9, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 23, 2022 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 12, 2022 |
EX-99.1 Exhibit 99.1 Kaleyra Announces CEO Transition Plan and Significant Board Enhancements Kaleyra Founder and CEO Dario Calogero to Transition to the Company’s Chief Strategy Officer Upon the Appointment of His Successor as CEO Board Has Engaged Independent Executive Search Firm to Assist with the CEO Search Process Appoints Two Accomplished Executives with Decades of Experience in Telecommuni |
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| December 12, 2022 |
EX-10.1 Exhibit 10.1 TRANSITION AND EMPLOYMENT AGREEMENT TRANSITION AND EMPLOYMENT AGREEMENT (this “Agreement”), entered into on December 9, 2022 (the “Effective Date”), between Kaleyra, Inc., a Delaware corporation (“KLR” and, together with its affiliates and subsidiaries, the “Company”), and Dario Calogero (the “Executive”). W I T N E S S E T H: WHEREAS, the Executive currently serves as the Chi |
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| December 12, 2022 |
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): December 8, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 23, 2022 |
Submission of Matters to a Vote of Security Holders 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): November 22, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| November 14, 2022 |
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): November 7, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 14, 2022 |
Kaleyra Receives NYSE Non-Compliance Letter Regarding Common Stock Trading Price EX-99.1 Exhibit 99.1 Kaleyra Receives NYSE Non-Compliance Letter Regarding Common Stock Trading Price NEW YORK – November 14, 2022 - Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (“Kaleyra” or the “Company”), an enterprise Communication Platform as a Service (CPaaS) business, announced today that the Company received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) |
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| November 7, 2022 |
Investors Presentation November 2022 Trusted Communication Platform Copyright © Kaleyra, Inc. 2022 Exhibit 99.2 Investors Presentation November 2022 Trusted Communication Platform Copyright ? Kaleyra, Inc. 2022 Copyright ? Kaleyra, Inc. 2022 DISCLAIMER FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, beliefs, |
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| November 7, 2022 |
Exhibit 99.1 Kaleyra Announces Third Quarter 2022 Results Third Quarter Highlighted by Cash Generation and New Partnerships NEW YORK ? November 7, 2022 ? Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (?Kaleyra? or the ?Company?), an omnichannel business communications platform, reported financial results for the third quarter ended September 30, 2022. Third Quarter 2022 Operational and Financi |
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| November 7, 2022 |
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): November 7, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ 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. (Exac |
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| October 21, 2022 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 12, 2022 |
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): September 9, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 24, 2022 |
Exhibit 99.1 Kaleyra Responds to Demonstrably False Assertions from TCR Acquisition About Kaleyra?s Subsidiary, The Campaign Registry Sends Cease-and-Desist Letter to TCR Acquisition and its Principals, Frederick M. Joyce and Giovanni Tarone, Demanding that TCR Acquisition Retract its Blatantly False Assertions Kaleyra Opens Investigation into TCR Acquisition?s Motives, Incentives and Troubling At |
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| August 24, 2022 |
Exhibit 99.2 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 August 24, 2022 VIA ELECTRONIC MAIL RDML Jamie Barnett ([email protected]) Mr. Frederick Joyce ([email protected]) Mr. Matthew Stecker ([email protected]) Mr. Giovanni Tarone ([email protected]) TCR Acquisition LLC 3101 Little Creek Lane Alexandria, VA 22309-2125 Re: Kaleyra, Inc. and The C |
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| August 24, 2022 |
Financial Statements and Exhibits, Other Events 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 24, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 8, 2022 |
Exhibit 99.1 Kaleyra Announces Second Quarter 2022 Results Second Quarter Performance Highlighted by Revenue Increase to $81.1 Million, up 50% Year-Over-Year Continued Strong Profitability Metrics, Including 78% Gross Profit Increase to $18.7 Million NEW YORK ? August 8, 2022 ? Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (?Kaleyra? or the ?Company?), an omnichannel business communications pl |
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| August 8, 2022 |
Exhibit 99.2 Trusted Communication Platform Investors Presentation August 2022 Copyright ? Kaleyra, Inc. 2022 DISCLAIMER FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, beliefs, intentions, plans, prospects or s |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ 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 nam |
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| August 8, 2022 |
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 8, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 25, 2022 |
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): July 25, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 13, 2022 |
Financial Statements and Exhibits, Other Events 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): July 13, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 13, 2022 |
Kaleyra Rejects Unsolicited Proposal to Acquire The Campaign Registry Exhibit 99.1 Kaleyra Rejects Unsolicited Proposal to Acquire The Campaign Registry NEW YORK ? July 13, 2022 ? Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (?Kaleyra? or the ?Company?), a rapidly growing omnichannel business communications platform, has rejected an unsolicited offer from TCR Acquisition LLC to acquire 100% of the Campaign Registry Inc. (?The Campaign Registry?), a wholly owned |
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| May 18, 2022 |
KLR / Kaleyra Inc / Must Asset Management Inc. - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* KALEYRA, INC. (Name of Issuer) Common Stock, par value of $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? 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 na |
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| May 9, 2022 |
Exhibit 99.2 Trusted Communication Platform Investors Presentation May 2022 Copyright ? Kaleyra, Inc. 2022 DISCLAIMER FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, beliefs, intentions, plans, prospects or stra |
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| May 9, 2022 |
Exhibit 99.1 Kaleyra Announces First Quarter 2022 Results First Quarter Performance Highlighted by Meaningful Financial Enhancement Year-Over-Year with more than 100% Revenue Increase to $80.5 Million, 180% Gross Profit Increase to $17.7 Million and Nearly 200% Adjusted Gross Profit Increase to $19.3 Million Quarterly Dollar-Based Net Expansion Rate of 130%, a Reflection of Growth Within Kaleyra?s |
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| May 9, 2022 |
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): May 4, 2022 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 |
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| May 9, 2022 |
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): May 9, 2022 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 |
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| March 25, 2022 |
Financial Statements and Exhibits, Other Events 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): March 25, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 25, 2022 |
As filed with the Securities and Exchange Commission on March 25, 2021 As filed with the Securities and Exchange Commission on March 25, 2021 REGISTRATION NO. |
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| March 25, 2022 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLES FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KALEYRA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registrat |
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| March 25, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On June 1, 2021, Kaleyra, Inc. (?Kaleyra?) and Vivial Inc. (?Vivial?) completed the acquisition by Kaleyra of the business owned by Vivial known as mGage (the ?Merger?). For the purpose of the preparation of the unaudited pro forma combined financial information the historical financial information of mGage has been deriv |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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. ( |
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| March 8, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Kaleyra, S.p.A. Italy Buc Mobile, Inc. Delaware Solutions Infini Technologies (India) Private Limited India Campaign Registry, Inc. Delaware Solutions Infini FZE Dubai International Financial Centre Bandyer S.r.l. Italy Kaleyra US Inc. Delaware |
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| February 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 16, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 16, 2022 |
EX-99.1 2 d238525dex991.htm EX-99.1 Exhibit 99.1 Kaleyra Announces Fourth Quarter and Full Year 2021 Results Record Fourth Quarter Revenue of $90 million, a 103% Revenue Increase and 169% Gross Profit Increase Compared to the Fourth Quarter of Last Year Record Full Year Financial Performance, Highlighted by 82% Revenue Growth and 135% Increase in Gross Profit Company Achieves First-Ever Positive E |
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| February 14, 2022 |
KLR / Kaleyra Inc / Lynrock Lake LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kaleyra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 12, 2022 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| January 12, 2022 |
Exhibit 99.1 Kaleyra?s Operational Momentum Sets Positive Outlook for 2022 Operational & Financial Milestones Position Company to Meet or Exceed 2021 Financial Targets, Setting the Stage for Continued Growth in 2022 Company Outlines 2022 Priority Initiatives NEW YORK & VIENNA, Va. ? January 12, 2022 ? Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) (?Kaleyra? or the ?Company?), a rapidly growing |
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| November 9, 2021 |
Employment Agreement, dated January 14, 2020, by and between mGage LLC and Nicola Junior Vitto Exhibit 10.2 Mr. Nicola Junior Vitto Milan, 18/12/2019 Further to our verbal agreements, and in accordance with Legislative Decree no. 152 of 26 May 1997, we confirm your employment with our Company and inform you of the terms and conditions that regulate your employment relationship with us: 1. Employer For all contractual purposes, the employer is KALEYRA SPA with registered office in Via Marco |
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| November 9, 2021 |
Employment Agreement, dated June 10, 2020, by and between mGage LLC and Geoffrey Grauer Exhibit 10.3 Summary Employment Term Sheet Employee Name: Geoff Grauer (?Employee?) Employer: mGage, LLC or any subsidiary, affiliate or successor that may employ Employee from time to time (the ?Company?) Location: Virtual ? [****] Position/Title: Vice President, Operations & Security Effective Date: June 10, 2020 Reports To: Jim Barnes, Global CTO Term: Employment with the Company is not subject |
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| November 9, 2021 |
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): November 3, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 9, 2021 |
Exhibit 99.1 Kaleyra Announces Third Quarter 2021 Results Record Financial Performance, Highlighted by 120% Revenue Growth Year-Over-Year, Record Gross Margin, and Enhanced EBITDA, Resulting from Consistent Strategy Execution and Successful Integration of Recent Acquisitions Full Integrations of mGage and Investments in Kaleyra Video and Voice Highlight Efforts to Bolster Product Mix and Internati |
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| November 9, 2021 |
Employment Agreement, dated October 1, 2021, by and between mGage LLC and Mauro Carobene Exhibit 10.1 Mr. Carobene Mauro Nicola [****] [****] Milan, 06/08/2021 Further to our verbal agreements, and in accordance with Legislative Decree no. 152 of 26 May 1997, we confirm your employment with our Company and inform you of the terms and conditions that regulate your employment relationship with us: 1. Employer For all contractual purposes, the employer is KALEYRA SPA with registered offi |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? 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. (Exac |
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| October 29, 2021 |
Submission of Matters to a Vote of Security Holders 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): October 28, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| September 22, 2021 |
Financial Statements and Exhibits 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): September 17, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 22, 2021 |
Letter from BPM LLP dated September 21, 2021 EX-16.1 2 d192413dex161.htm EX-16.1 10 Almaden Boulevard, Suite 1000, San Jose, CA 95113 Phone 408-961-6300 | Fax 408-961-6324 | [email protected] September 21, 2021 Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Kaleyra, Inc. included under Item 4.01 of its Form 8-K dated September 17, 2021. We agree w |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38320 KALEYRA, INC. NYSE AMERICAN (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Via Marco D?Aviano, 2, Mila |
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| August 26, 2021 |
Kaleyra Announces Uplisting to NYSE Exhibit 99.1 Kaleyra Announces Uplisting to NYSE NEW YORK & VIENNA, Va.? August 26, 2021 ? Kaleyra, Inc. (NYSE: KLR) (KLR WS) (?Kaleyra? or the ?Company?), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectivity solutions in the API/Communications Platform as a Service (CPaaS) market, today announced that it |
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| August 26, 2021 |
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 KALEYRA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-3027430 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Via Marco |
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| August 26, 2021 |
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) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 25, 2021 |
Kaleyra Announces Warrant Repurchase Agreement EX-99.1 3 d190220dex991.htm EX-99.1 Exhibit 99.1 Kaleyra Announces Warrant Repurchase Agreement NEW YORK & VIENNA, Va.– August 25, 2021 – Kaleyra, Inc. (NYSE: KLR) (KLR WS) (“Kaleyra” or the “Company”), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectivity solutions in the API/Communications Platform as a S |
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| August 25, 2021 |
Form of Warrant Repurchase Agreement. EX-10.1 2 d190220dex101.htm EX-10.1 Exhibit 10.1 WARRANT REPURCHASE AGREEMENT This WARRANT REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 24, 2021, by and between Kalerya, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the Existing Warrants (as defined below) (the “Holder”). RECITALS A. The Holder previously acquired those certain Common S |
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| August 25, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 24, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 9, 2021 |
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 4, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| August 9, 2021 |
Exhibit 99.1 Kaleyra Announces Second Quarter Financial Results Total second quarter revenue of $54.0 million, up 73% from the same period a year ago Largest year-over-year gross profit increase as a public company, up 140% versus Q2 2020 Delivered 8.5 billion billable messages and connected 1.4 billion voice calls Closed Landmark Acquisition of Messaging Solution Provider mGage along with strateg |
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| August 9, 2021 |
The Trusted Communication Platform EX-99.2 3 d199900dex992.htm EX-99.2 Exhibit 99.2 The Trusted Communication Platform Investors Presentation Aug 2021 Copyright © Kaleyra, Inc. 2021 LEGAL DISCLAIMER INVESTOR PRESENTATION This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive and includes information that has been prepared to assist parties in making their own eva |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? 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 nam |
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| July 8, 2021 |
Kaleyra Acquires Bandyer Expanding Omnichannel CPaaS Platform with Audio/Video Exhibit 99.1 Kaleyra Acquires Bandyer Expanding Omnichannel CPaaS Platform with Audio/Video New York and Vienna, VA ? July 8, 2021 - Kaleyra, Inc. (NYSE American: KLR) (KLR.WS), the global group providing mobile communication services to large enterprises, today announced that it has acquired Bandyer for an undisclosed amount. Bandyer offers cloud-based audio/video communications services to finan |
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| July 8, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 8, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| July 7, 2021 |
As filed with the Securities and Exchange Commission on July 7, 2021 As filed with the Securities and Exchange Commission on July 7, 2021 REGISTRATION NO. |
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| July 7, 2021 |
Amended and Restated Kaleyra, Inc. 2019 Equity Incentive Plan Exhibit 4.4 KALEYRA, INC. 2019 EQUITY INCENTIVE PLAN (adopted by stockholders on November 22, 2019; effective November 25, 2019; as amended and restated by the stockholders on May 27, 2021) 1. DEFINITIONS. The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: ?Administrator?: The Board or the Compensation Committee, except that the Boa |
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| June 21, 2021 |
Exhibit 99.2 Vivial Networks LLC Consolidated Balance Sheet for the Quarter Ended March 31, 2021, and Year Ended December 31, 2020, Statement of Changes in Member Equity for the Quarter Ended March 31, 2021, and Year Ended December 31, 2020, Statements of Operations and Comprehensive Income and Cash Flow for the Quarters Ended March 31, 2021, and March 31, 2020, and Independent Auditor?s Review Re |
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| June 21, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 KALEYRA INC. (Exact name of registrant as specified in its charter) Delaware No. 001-38320 82-3027430 (State or other jurisdiction of incorpor |
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| June 21, 2021 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On June 1, 2021, Kaleyra, Inc. (?Kaleyra?) and Vivial Inc. (?Vivial?) completed the acquisition by Kaleyra of the business owned by Vivial known as mGage (the ?Merger?). For the purpose of the preparation of this unaudited pro forma combined financial information the historical financial information of mGage has been deri |
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| June 14, 2021 |
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): June 14, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 14, 2021 |
Exhibit 99.1 Kaleyra Provides Business Update Post mGage Transaction The combination reiterates Kaleyra?s strength as a top-5 global CPaaS platform Vienna, VA and Atlanta, GA ? June 14, 2021 - Kaleyra, Inc. (NYSE: KLR) (KLR.WS) (?Kaleyra? or the ?Company?), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectiv |
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| June 8, 2021 |
Exhibit 10.1 CONFIDENTIAL EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (?Agreement?), effective as of June 1 2021 (the ?Effective Date?), between Kaleyra, Inc., a Delaware corporation (?KLR? and, together with its affiliates and subsidiaries, the ?Company?), and Giacomo Dall?Aglio (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to retain the Executive on a full-time basis in acco |
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| June 8, 2021 |
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): June 2, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| June 7, 2021 |
EX-99.1 6 d181576dex991.htm EX-99.1 Exhibit 99.1 June 1, 2021 Kaleyra Closes Landmark Acquisition of Mobile Messaging Solution Provider mGage to Become Tier-1 Messaging Provider in US The combination puts Kaleyra among the top-5 global CPaaS platforms with strong positions in the Americas, Europe, and APAC. On a pro forma basis, the existing North American customer base will be approximately 30% o |
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| June 7, 2021 |
EX-10.3 4 d181576dex103.htm EX-10.3 Exhibit 10.3 Execution Version TRANSITION SERVICES AGREEMENT BY AND BETWEEN VIVIAL MEDIA HOLDINGS, INC. AND VOLCANO MERGER SUB, INC. DATED AS OF JUNE 1, 2021 TABLE OF CONTENTS Page ARTICLE I. SERVICES AND SCOPE OF SERVICES 1 1.1 Services 1 1.2 Omitted/Modified Services 2 1.3 Service Recipient 2 1.4 Services Standards 2 1.5 Third-Party Consents 4 1.6 Forwarding o |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 KALEYRA INC. (Exact name of registrant as specified in its charter) Delaware No. 001-38320 82-3027430 (State or other jurisdiction of incorporation or organizatio |
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| June 7, 2021 |
Exhibit 10.2 EXECUTION VERSION ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?) is entered into as of June 1, 2021, by and among (i) Kaleyra Inc., a Delaware corporation (?Parent?), (ii) GSO Special Situations Master Fund LP, an exempted limited partnership formed under the laws of the Cayman Islands (the ?Representative?, and together with Parent, sometimes referred to individually as a |
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| June 7, 2021 |
Table of Contents Exhibit 10.1 KALEYRA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 1, 2021 6.125% Convertible Senior Notes due 2026 Table of Contents TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 12 Section 2.01 D |
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| June 7, 2021 |
Exhibit 10.4 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF JUNE 1, 2021 by and between VIVIAL INC. and VIVIAL MEDIA HOLDINGS, INC. TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Other Terms 6 ARTICLE II THE REORGANIZATION 7 Section 2.1 Transfer of Assets and Assumption of Liabilities Prior to the Distribution 7 Section 2.2 Allocation o |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 KALEYRA INC. (Exact name of registrant as specified in its charter) Delaware No. 001-38320 82-3027430 (State or other jurisdiction of incorporation or organizatio |
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| May 28, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 KALEYRA INC. (Exact name of registrant as specified in its charter) Delaware No. 001-38320 82-3027430 (State or other jurisdiction of incorporation or organizatio |
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| May 10, 2021 |
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): May 10, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| May 10, 2021 |
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): May 10, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| May 10, 2021 |
PROSPECTUS FOR 20,251,852 SHARES OF COMMON STOCK KALEYRA INC. Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255026 PROSPECTUS PROSPECTUS FOR 20,251,852 SHARES OF COMMON STOCK OF KALEYRA INC. This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus or their permitted transferees (collectively, the ?Selling Stockholders?) of up to (a) 8,400,000 shares of common stock, par value $0.00 |
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| May 10, 2021 |
EX-99.1 2 d212275dex991.htm EX-99.1 Exhibit 99.1 Kaleyra Announces First Quarter Financial Results Total first quarter revenue of $39.7 million, up 18% from the same period a year ago Largest year-over-year gross profit increase as a public company, up 34% versus Q1 2020 Delivered 7.0 billion billable messages and connected 1.2 billion voice calls Confirming the full year 2021 guidance with total |
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| May 10, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255026 PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF KALEYRA, INC. PROSPECTUS FOR 1,600,000 SHARES OF COMMON STOCK OF KALEYRA INC. The board of directors of Kaleyra Inc., a Delaware corporation (?Kaleyra?), has unanimously approved the merger (the ?Merger?) of Volcano Merger Sub Inc., a Delaware corporation (?Merger Sub?), |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? 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 na |
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| May 10, 2021 |
EX-99.2 3 d212275dex992.htm EX-99.2 Exhibit 99.2 KLR LISTED NYSE AMERICAN Kaleyra The Trusted CPaaS Investors Presentation May 2021 Copyright © Kaleyra, Inc. 2021 LEGAL DISCLAIMER INVESTOR PRESENTATION This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive and includes information that has been prepared to assist parties in maki |
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| May 6, 2021 |
Kaleyra Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 615-6095 May 6, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Re: Kaleyra Inc. Registration Statement on Form S-4 File No. 333-255026 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Sec |
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| May 6, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 6, 2021. |
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| May 6, 2021 |
Kaleyra Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 615-6095 May 6, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Re: Kaleyra Inc. Registration Statement on Form S-3 File No. 333-255739 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Sec |
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| May 6, 2021 |
Form of Preliminary Proxy Card Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS May 27, 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE ? DO NOT SEPARATE ? INSERT IN ENVELOPE PROVIDED p THE BOARD OF DIRECTORS RECOM |
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| May 6, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 6, 2021. |
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| May 4, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 3, 2021. |
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| April 20, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-237992 KALEYRA, INC. SUPPLEMENT NO. 6 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS APRIL 20, 2021 This prospectus supplement (this ?Supplement No. 6?) is part of the prospectus of Kaleyra, Inc. (the ?Company?), dated May 8, 2020 (as amended from time to time, the ?Prospectus?). This Supplement No. 6 is being filed to update an |
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| April 20, 2021 |
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): April 15, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| April 20, 2021 |
Exhibit 10.1 Banco BPM Group ? Internal Use [on headed paper of] BANCO BPM On plain paper pursuant to Italian Presidential Decree 601/1973 Agreement to suspend payment of the Principal Component of the repayment instalments (with possible extension of the duration) of Unsecured Loan On 15th April 2021, in the offices of BANCO BPM S.P.A., the following persons appeared: - Luca Restocchi born in Lod |
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| April 20, 2021 |
Loan Agreement, dated as of April 15, 2021, by and between Kaleyra S.p.A. and Simest S.p.A. Exhibit 10.2 [on headed paper of] Sace Simest gruppo cdp Financing and Co-financing for the implementation of a programme to break into foreign markets KALEYRA S.P.A. To be sent by certified email to the following address: [email protected] Outcome of Application ? Agreement Proposal ? Special Conditions In this document any term that is not otherwise defined shall have the meaning assigned to |
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| April 5, 2021 |
Form of Preliminary Proxy Card Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. [Kaleyra Inc. ?corporate logo] SPECIAL MEETING OF STOCKHOLDERS [?], 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE ? DO NOT SEPARATE ? INSERT IN ENVELOPE PROVIDED p |
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| April 5, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on April 5, 2021. |
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| March 16, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Kaleyra, S.p.A. Italy Buc Mobile, Inc. Delaware Solutions Infini Technologies (India) Private Limited India Campaign Registry, Inc. Delaware Solutions Infini FZE Dubai International Financial Centre Kaleyra PTE Singapore Kaleyra SA Switzerland Kaleyra Technologies Indonesia Indonesia Volcano Merger Sub, Inc. Delaware |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? 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. ( |
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| March 15, 2021 |
Filed by Kaleyra, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-38320 Subject Companies: Vivial Inc. GigCapitalTM The World?s Most Comprehensive Private-to-Public Equity (PPE)? Business Initiative COMPANY OVERVIEW Page 2 | GigCapital Company Overview Seeking Excellence GigCapital Global is a serial SPAC issuer and the first Private-to-Public Equity (PPE)? dedi |
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| March 12, 2021 |
Exhibit 10.4 Attn. KALEYRA SPA VIA MARCO D?AVIANO 2 20131 MILAN Milan, 10/03/2021 Loan no. 8002455 We refer to your request for the suspension of the principal portion of the loan instalments for a period of 6 months. Whereas ? you have acknowledged that this suspension does not in any case entail any novation effect. NOW, THEREFORE, in accordance with the request, the following is understood: 1) |
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| March 12, 2021 |
Exhibit 10.2 Attn. KALEYRA SPA VIA MARCO D?AVIANO 2 20131 MILAN Milan, 10/03/2021 Loan no. 7803881 We refer to your request for the suspension of the principal portion of the loan instalments for a period of 6 months. Whereas ? you have acknowledged that this suspension does not in any case entail any novation effect. NOW, THEREFORE, in accordance with the request, the following is understood: 1) |
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| March 12, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333- 237992 KALEYRA, INC. SUPPLEMENT NO. 5 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS MARCH 12, 2021 This prospectus supplement (this ?Supplement No. 5?) is part of the prospectus of Kaleyra, Inc. (the ?Company?), dated May 8, 2020 (as amended from time to time, the ?Prospectus?). This Supplement No. 5 is being filed to update a |
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| March 12, 2021 |
Exhibit 10.3 Attn. KALEYRA SPA VIA MARCO D?AVIANO 2 20131 MILAN Milan, 10/03/2021 Loan no. 7868891 We refer to your request for the suspension of the principal portion of the loan instalments for a period of 6 months. Whereas ? you have acknowledged that this suspension does not in any case entail any novation effect. NOW, THEREFORE, in accordance with the request, the following is understood: 1) |
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| March 12, 2021 |
Exhibit 10.1 Attn. KALEYRA SPA VIA MARCO D?AVIANO 2 20131 MILAN Milan, 09/03/2021 Loan no. 8310212 We refer to your request for the suspension of the principal portion of the loan instalments for a period of 6 months. Whereas ? you have acknowledged that this suspension does not in any case entail any novation effect. NOW, THEREFORE, in accordance with the request, the following is understood: 1) |
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| March 12, 2021 |
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): March 9, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| March 1, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-237992 KALEYRA, INC. SUPPLEMENT NO. 4 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS MARCH 1, 2021 This prospectus supplement (this ?Supplement No. 4?) is part of the prospectus of Kaleyra, Inc. (the ?Company?), dated May 8, 2020 (as amended from time to time, the ?Prospectus?). This Supplement No. 4 is being filed to update and |
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| March 1, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 23, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 1, 2021 |
Exhibit 10.1 DEED OF ADAPTATION OF THE COVENANTS RELATING TO LOAN No. 0IC1043966578 With this private agreement - INTESA SANPAOLO S.p.A. - hereinafter called ?Bank? - the parent company of the INTESA SANPAOLO Banking Group enrolled in the Association of Banking Groups, with registered office in Turin, Piazza San Carlo, 156 and secondary office in Milan, Via Monte di Piet?, 8, Tax ID no. 0079996015 |
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| March 1, 2021 |
Exhibit 10.2 DEED OF ADAPTATION OF THE COVENANTS RELATING TO LOAN No. 0IC1043958525 With this private agreement - INTESA SANPAOLO S.p.A. - hereinafter called ?Bank? - the parent company of the INTESA SANPAOLO Banking Group enrolled in the Association of Banking Groups, with registered office in Turin, Piazza San Carlo, 156 and secondary office in Milan, Via Monte di Piet?, 8, Tax ID no. 0079996015 |
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| February 24, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333- 237992 KALEYRA, INC. SUPPLEMENT NO. 3 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS FEBRUARY 23, 2021 This prospectus supplement (this ?Supplement No. 3?) is part of the prospectus of Kaleyra, Inc. (the ?Company?), dated May 8, 2020 (as amended from time to time, the ?Prospectus?). This Supplement No. 3 is being filed to updat |
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| February 23, 2021 |
Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on February 18, 2021, by and between Kaleyra, Inc., a Delaware corporation (the ?Company?), and [?] (?Subscriber?). WHEREAS, the Company has previously entered into that certain Agreement and Plan of Merger, dated as of February 18, 2021 (the ?Merger Agreement?), among the Compan |
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| February 23, 2021 |
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): February 18, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 23, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 18, 2021 by and among KALEYRA INC., VOLCANO MERGER SUB, INC., VIVIAL INC. and GSO SPECIAL SITUATIONS MASTER FUND LP, SOLELY IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 19 ARTICLE II MERGER 20 2.1 Merger 20 2.2 Closing 20 2.3 Effect on Capital Stock 2 |
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| February 23, 2021 |
Exhibit 10.2 PARENT INSIDER SUPPORT AGREEMENT This PARENT INSIDER SUPPORT AGREEMENT (this ?Agreement?), dated as of February 18, 2021, is entered into by and among each of the stockholders of Kaleyra, Inc., a Delaware corporation (?Parent?), listed on Schedule 1 attached hereto (each, an ?Insider? and, collectively, the ?Insiders?), and Vivial Inc., a Delaware corporation (the ?Company?). RECITALS |
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| February 23, 2021 |
EX-10.3 5 d54975dex103.htm EX-10.3 Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 18, 2021, by and between Kaleyra, Inc., a Delaware corporation (the “Company”), and [●] (“Subscriber”). WHEREAS, the Company has previously entered into that certain Agreement and Plan of Merger, dated as of February 18, 2021 (the “M |
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| February 23, 2021 |
Exhibit 10.1 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of February 18, 2021 (this ?Agreement?), by and among Kaleyra, Inc., a Delaware corporation (?Kaleyra?), and certain of the stockholders of Vivial Inc., a Delaware corporation (the ?Company?), whose names appear on the signature pages of this Agreement (each, a ?Stockholder? and, collectively, the |
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| February 23, 2021 |
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): February 18, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 19, 2021 |
Exhibit 99.1 Kaleyra, Inc. ? Kaleyra to Acquire Mobile Messaging Solutions Provider mGage Conference Call, February 19, 2021 C O R P O R A T E P A R T I C I P A N T S Marc Griffin, Investor Relations, ICR Dario Calogero, Founder, Chief Executive Officer and Director Giacomo Dall?Aglio, Executive Vice President, Chief Financial Officer and Principal Accounting Officer C O N F E R E N C E C A L L P |
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| February 19, 2021 |
EX-99.2 3 d115649dex992.htm EX-99.2 Exhibit 99.2 AMERICAN Kaleyra & mGage Combination Overview Investor Presentation February 2021 Copyright © Kaleyra, Inc. 2021 Copyright © Kaleyra, Inc. 2021 Strictly Private and ConfidentialExhibit 99.2 AMERICAN Kaleyra & mGage Combination Overview Investor Presentation February 2021 Copyright © Kaleyra, Inc. 2021 Copyright © Kaleyra, Inc. 2021 Strictly Private |
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| February 19, 2021 |
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): February 19, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 19, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 19, 2021 |
425 1 d126772d425.htm 425 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): February 19, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporatio |
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| February 19, 2021 |
Exhibit 99.2 AMERICAN Kaleyra & mGage Combination Overview Investor Presentation February 2021 Copyright ? Kaleyra, Inc. 2021 Copyright ? Kaleyra, Inc. 2021 Strictly Private and ConfidentialExhibit 99.2 AMERICAN Kaleyra & mGage Combination Overview Investor Presentation February 2021 Copyright ? Kaleyra, Inc. 2021 Copyright ? Kaleyra, Inc. 2021 Strictly Private and Confidential LEGAL DISCLAIMER IN |
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| February 19, 2021 |
EX-99.1 Exhibit 99.1 Kaleyra to Acquire Mobile Messaging Solution Provider mGage for $215 million and Prices $200 Million of Senior Unsecured Convertible Notes and $125 Million Common Stock Combination will create a top-5 global CPaaS platform with strong positions in the Americas, Europe and APAC On a pro forma basis, existing North America customer base will be approximately 31% of revenue On a |
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| February 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 19, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 16, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333- 237992 KALEYRA, INC. SUPPLEMENT NO. 2 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS FEBRUARY 16, 2021 This prospectus supplement (this ?Supplement No. 2?) is part of the prospectus of Kaleyra, Inc. (the ?Company?), dated May 8, 2020 (as amended from time to time, the ?Prospectus?). This Supplement No. 2 is being filed to updat |
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| February 16, 2021 |
AMERICAN Copyright © Ka eyra, Inc. 2021 AMERICAN Copyright ? Ka eyra, Inc. 2021 Exhibit 99.2 INVESTOR PRESENTATION This communication is for informationa purposes on y. The information contained herein does not purport to be a -inc usive. The data contained herein is derived from various interna and externa sources. No representation is made as to the reasonab eness of the assumptions made within or the accuracy or comp eteness of any p |
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| February 16, 2021 |
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): February 10, 2021 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 16, 2021 |
EX-99.1 Exhibit 99.1 Kaleyra Announces Highest Quarterly Revenue for Fourth Quarter and Full Year 2020 Financial Results Exceeding Revenue Guidance Total fourth quarter revenue of $44.3 million, a 16% increase from Q3 and up 24% from the same period a year ago Revenue from US Customers was $6.9 million, up over 100% from the same period a year ago Delivered 7.1 billion billable messages and connec |
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| February 9, 2021 |
S-8 As filed with the Securities and Exchange Commission on February 9, 2021 REGISTRATION NO. |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 483379103 (CUSIP Number) J. Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820 (Name, Address and Telephone Number of |
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| January 28, 2021 |
Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KALEYRA, INC. (Name of Issuer) Common Stock, par value of $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| December 30, 2020 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 237992 KALEYRA, INC. SUPPLEMENT NO. 1 TO PROSPECTUS DATED MAY 8, 2020 THE DATE OF THIS SUPPLEMENT IS DECEMBER 30, 2020 This prospectus supplement (this “Supplement No. 1”) is part of the prospectus of Kaleyra, Inc. (the “Company”), dated May 8, 2020 (as amended from time to time, the “Prospectus”). This Supplement No. 1 |
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| December 14, 2020 |
EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO FORWARD SHARE PURCHASE AGREEMENT This Amendment No. 3 to Forward Share Purchase Agreement (this “Amendment”) is entered into as of December 11, 2020, by and between Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), and Yakira Capital Management, Inc., a Delaware corporation (“Yakira”). All capitalized terms used herein and not d |
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| December 14, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K 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): December 14, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| December 11, 2020 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| December 11, 2020 |
KLR / Kaleyra, Inc. / GigAcquisitions, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379 103 (CUSIP Number) Dr. Avi S. Katz GigAcquisitions, LLC GigFounders, LLC 1731 Embarcadero Road, Suite 200 Palo Alto, CA 94303 (650) 276-7040 (Name, Address and Tele |
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| November 9, 2020 |
EX-99.1 Exhibit 99.1 Kaleyra Announces Third Quarter 2020 Financial Results Exceeding Revenue Guidance Total third quarter revenue of $38.3 million, a 23% increase from Q2 and up 8% from the same period a year ago Gross Profit of $7.5 million Net Loss of $5.3 million, Adjusted EBITDA comparable to previous year of $2.8 million Cash Balance of $31.5 million Revenue from US Customers was $8.0 millio |
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| November 9, 2020 |
EX-99.2 The Trusted CPaaS Investors Presentation November 2020 Copyright © Kaleyra, Inc. 2020 AMERICAN Exhibit 99.2 LEGAL DISCLAIMER INVESTOR PRESENTATION This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the re |
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| November 9, 2020 |
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): November 9, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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. (Exac |
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| November 5, 2020 |
KLR / Kaleyra, Inc. / Must Asset Management Inc. - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KALEYRA, INC. (Name of Issuer) Common Stock, par value of $0.0001 per share (Title of Class of Securities) 483379103 (CUSIP Number) October 27, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| November 5, 2020 |
EX-99.(A) EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Kaleyra, Inc. dated as of November 5, 2020 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act |
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| October 23, 2020 |
Submission of Matters to a Vote of Security Holders - 8-K 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): October 22, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 2, 2020 |
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): September 30, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 2, 2020 |
EX-10.1 Exhibit 10.1 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2020, by and between Kalerya, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the Existing Warrants (as defined below) (the “ Holder”). RECITALS A. The Holder previously acquired those certain Common Stock Warrants currently exer |
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| October 2, 2020 |
Kaleyra Announces Warrant Exchange Agreement EX-99.1 Exhibit 99.1 Kaleyra Announces Warrant Exchange Agreement NEW YORK & VIENNA, Va.—(BUSINESS WIRE)— Kaleyra, Inc. (NYSE America: KLR) (KLR WS) (“Kaleyra” or the “Company”), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectivity solutions in the API/Communications Platform as a Service (CPaaS) market, t |
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| September 18, 2020 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
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| September 4, 2020 |
EX-99.1 The Trusted CPaaS Investors Presentation September 2020 Copyright © Kaleyra, Inc. 2020 AMERICAN Exhibit 99.1 LEGAL DISCLAIMER INVESTOR PRESENTATION This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the r |
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| September 4, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): September 4, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 28, 2020 |
KLR / Kaleyra, Inc. / Esse Effe S.p.A. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379 103 (CUSIP Number) Esse Effe S.p.A. EFFE PI Società Semplice Emilio Hirsch 41, Via Valeggio, Torino, Italy, 10129 (+39 02 288 5841) (Name, Address and Telephone Nu |
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| August 28, 2020 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| August 26, 2020 |
KLR / Kaleyra, Inc. / GigAcquisitions, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379 103 (CUSIP Number) Dr. Avi S. Katz GigAcquisitions, LLC GigFounders, LLC 2479 E. Bayshore Rd., Suite 200 Palo Alto, CA 94303 (650) 276-7040 (Name, Address and Tele |
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| August 26, 2020 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| August 26, 2020 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| August 26, 2020 |
KLR / Kaleyra, Inc. / Yakira Capital Management, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KALEYRA, INC. (KLR) (Name of Issuer) COMMON STOCK (Title of Class of Securities) 483379103 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 991 POST ROAD EAST, 2ND FLOOR WESTPORT, CT 06880; (203) 341-0606 (Name, Address and Telephone Number of Person Authorize |
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| August 26, 2020 |
KLR / Kaleyra, Inc. / Maya Investments Ltd - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kaleyra, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 483379 103 (CUSIP Number) Maya Investments Ltd. Dario Calogero Corso Di Porta Nuova 16, Milan, Italy, 20121 (+39 348 301-4853) (Name, Address and Telephone Number of Pers |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 nam |
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| August 10, 2020 |
EX-99.2 The Trusted CPaaS Investors Presentation August 2020 Copyright © Kaleyra, Inc. 2020 AMERICAN Exhibit 99.2 LEGAL DISCLAIMER INVESTOR PRESENTATION This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reas |
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| August 10, 2020 |
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 10, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 10, 2020 |
EX-99.1 Exhibit 99.1 Kaleyra, Inc., Reports Financial Results for the Second Quarter and Provides Outlook for the Second Half of Fiscal 2020 Recovering from COVID-19 Impact, Kaleyra Forecasts Strong Revenue Growth and Improved Adjusted EBITDA Gains Highlights • Overcoming the impact of COVID-19, total second quarter revenue of $31.2 million was up 1.1% from the same period a year ago and above the |
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| August 3, 2020 |
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): July 29, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| August 3, 2020 |
EX-10.1 Exhibit 10.1 INTESA SAN PAOLO LOGO LOAN AGREEMENT No. 0IC1010185301 With this agreement, drawn up in 3 original copies with a single legal effect, between: a) as financing party: Banca INTESA SANPAOLO S.p.A.—hereinafter referred to as “Bank”—Parent Company of the INTESA SANPAOLO Banking Group registered in the Register of Banking Groups, with registered office in Turin, Piazza San Carlo, 1 |
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| July 21, 2020 |
EX-10.1 Exhibit 10.1 LOAN AGREEMENT No. 0ICS046233529 With this private deed, drafted in 3originals with a single effect of law, between: a) as the lender: the Bank INTESA SANPAOLO S.p.A. - hereinafter called “Bank” - the parent company of the INTESA SANPAOLO Banking Group enrolled in the Association of Banking Groups, with registered office in Turin, Piazza San Carlo, 156 and secondary office in |
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| July 21, 2020 |
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): July 16, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 21, 2020 |
EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 4 TO FORWARD SHARE PURCHASE AGREEMENT This Amendment No. 4 to Forward Share Purchase Agreement (this “Amendment”) is entered into as of July 18, 2020 (the “Effective Date”), by and among Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven |
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| July 17, 2020 |
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): July 13, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 2, 2020 |
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): July 1, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| June 25, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): June 24, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 25, 2020 |
EX-1.1 Exhibit 1.1 7,777,778 Shares KALEYRA, INC. Common Stock UNDERWRITING AGREEMENT June 24, 2020 Oppenheimer & Co. Inc. Nomura Securities International, Inc. as Representatives of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Kaleyra, Inc., a Delaware corporation (the “Company”), proposes, subject to |
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| June 25, 2020 |
7,777,778 Shares of Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-239001 PROSPECTUS 7,777,778 Shares of Common Stock We are offering 7,777,778 shares of our common stock, par value $0.0001 per share. Our common stock is listed on the NYSE American LLC (the “NYSE American”) under the symbol “KLR.” On June 24, 2020, the last reported sales price of our common stock was $5.24 per share. W |
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| June 25, 2020 |
KALEYRA, INC. ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK EX-99.1 Exhibit 99.1 KALEYRA, INC. ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK NEW YORK, NY & VIENNA, VA, June 24, 2020 — Kaleyra, Inc. (NYSE American: KLR) (“Kaleyra” or the “Company”) today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 7,777,778 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a public |
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| June 22, 2020 |
CORRESP June 22, 2020 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attn: Jeff Kauten Re: Kaleyra, Inc. |
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| June 22, 2020 |
CORRESP June 22, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 18, 2020 |
Financial Statements and Exhibits, Other Events 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): June 18, 2020 KALEYRA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38320 82-3027430 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 18, 2020 |
EX-1.1 2 d937816dex11.htm EX-1.1 Exhibit 1.1 [●] Shares KALEYRA, INC. Common Stock UNDERWRITING AGREEMENT [●], 2020 Oppenheimer & Co. Inc. Nomura Securities International, Inc. as Representatives of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Kaleyra, Inc., a Delaware corporation (the “Company”), prop |
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| June 18, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on June 18, 2020 Registration No. 333-239001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KALEYRA, INC. (Exact name of registrant as specified in our charter) Delaware 7374 82-3027430 (State or Other Jurisdi |
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| June 18, 2020 |
KALEYRA, INC. LAUNCHES PUBLIC OFFERING OF COMMON STOCK EX-99.1 Exhibit 99.1 KALEYRA, INC. LAUNCHES PUBLIC OFFERING OF COMMON STOCK NEW YORK, NY & VIENNA, VA, June 18, 2020 – Kaleyra, Inc. (NYSE American: KLR) (“Kaleyra” or the “Company”) today announced that it has commenced an underwritten public offering of 5,537,974 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company intends to grant the |
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| June 8, 2020 |
EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Kaleyra, S.p.A. Italy Buc Mobile, Inc. Delaware Solutions Infini Technologies (India) Private Limited India Campaign Registry, Inc. Delaware Solutions Infini FZE Dubai International Financial Centre Kaleyra PTE Singapore Kaleyra SA Switzerland Kaleyra Technologies Indonesia Indonesia |
