0001628280-21-014200.txt : 20210721 0001628280-21-014200.hdr.sgml : 20210721 20210721201048 ACCESSION NUMBER: 0001628280-21-014200 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210721 FILED AS OF DATE: 20210721 DATE AS OF CHANGE: 20210721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEXUS INDIA CAPITAL II LP CENTRAL INDEX KEY: 0001443522 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40644 FILM NUMBER: 211105683 BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-561-0753 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nexus India Management II, L.P. CENTRAL INDEX KEY: 0001854712 STATE OF INCORPORATION: K7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40644 FILM NUMBER: 211105682 BUSINESS ADDRESS: STREET 1: C/O KALTURA, INC. STREET 2: 250 PARK AVENUE SOUTH, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (646) 290-5445 MAIL ADDRESS: STREET 1: C/O KALTURA, INC. STREET 2: 250 PARK AVENUE SOUTH, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nexus India Master Management I, Ltd CENTRAL INDEX KEY: 0001834405 STATE OF INCORPORATION: K7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40644 FILM NUMBER: 211105681 BUSINESS ADDRESS: STREET 1: C/O PUBMATIC, INC. STREET 2: 3 LAGOON DRIVE, SUITE 180 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-331-3485 MAIL ADDRESS: STREET 1: C/O PUBMATIC, INC. STREET 2: 3 LAGOON DRIVE, SUITE 180 CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KALTURA INC CENTRAL INDEX KEY: 0001432133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 250 PARK AVENUE SOUTH STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646 262-9144 MAIL ADDRESS: STREET 1: 250 PARK AVENUE SOUTH STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 3 1 wf-form3_162691262954165.xml FORM 3 X0206 3 2021-07-21 0 0001432133 KALTURA INC KLTR 0001443522 NEXUS INDIA CAPITAL II LP 3000 SAND HILL ROAD, BLDG 1, #260 MENLO PARK CA 94025 0 0 1 0 0001854712 Nexus India Management II, L.P. 3000 SAND HILL ROAD, BLDG 1, #260 MENLO PARK CA 94025 1 0 0 0 0001834405 Nexus India Master Management I, Ltd 3000 SAND HILL ROAD, BLDG 1, #260 MENLO PARK CA 94025 0 0 1 0 Series C Convertible Preferred Stock Common Stock 8835079.0 I See footnote Series D Convertible Preferred Stock Common Stock 6332080.0 I See footnote Series E Convertible Preferred Stock Common Stock 886698.0 I See footnote Shares of Series C, Series D and Series E convertible preferred stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration. Immediately prior to the closing of the Issuer's initial public offering, each share of Convertible Preferred Stock will automatically convert into 4.5 shares of the Issuer's common stock. Represents securities held by Nexus India Capital II, L.P. ("Nexus Capital"). Nexus India Management II, L.P. ("Nexus Management") is the general partner of Nexus Capital. The general partner of Nexus Management is Nexus India Master Management I, Ltd. ("Nexus Master"). Narendra K. Gupta, a member of the Issuer's board of directors, holds sole voting and investment power in Nexus Master and, as a result, may be deemed to hold sole voting and investment power over the shares held by Nexus Capital. Exhibit 24 Power of Attorney Nexus India Capital II, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 2021-07-21 Nexus India Management II, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 2021-07-21 Nexus India Master Management I, Ltd. By: /s/ Byron Kahr, Attorney-in-Fact 2021-07-21 EX-24 2 ex-24.htm NEXUS POA

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Kaltura, Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

1.    execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

2.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

3.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this         24th day of March, 2021.

Nexus India Capital II, LP

/s/ Naren Gupta
Name: Narendra K. Gupta
Title: Managing Director

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

Byron Kahr

Yaron Garmazi


POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Kaltura, Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

1.    execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

2.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

3.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this         24th  day of March, 2021.


NEXUS INDIA MANAGEMENT II, L.P.
By: NEXUS INDIA MASTER MANAGEMENT I, LTD.
Its: General Partner


/s/ Narendra K. Gupta
Name:    Narendra K. Gupta
Title:    Director

NEXUS INDIA MASTER MANAGEMENT I, LTD.


/s/ Narendra K. Gupta
Name:    Narendra K. Gupta
Title:    Director


Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

Byron Kahr

Yaron Garmazi