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): May 11, 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)	(IRS Employer Identification No.)
Via Marco D’Aviano, 2, Milano MI, Italy		20131
(Address of Principal Executive Offices)		(Zip Code)

+39 02 288 5841

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	KLR	NYSE American LLC
Warrants, at an exercise price of $11.50 per share of Common Stock	KLR WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2020. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

On May 11, 2020, Kaleyra, Inc. posted to the investor relations page of its corporate website, https://investors.kaleyra.com/sec-filings, an investor presentation. A copy of that presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01 Other Events

In accordance with the Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, SEC Release No. 34-88318, dated March 4, 2020 (the “Original Order”), as superseded by Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, Release No. 34-88465, dated March 25, 2020 (the “Order”), extending and modifying the exemptions granted by the Original Order, the Company hereby discloses: (i) that it is relying on the relief provided by the Order in connection with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”), (ii) as the Company is headquartered in Milan, Italy, the ongoing lockdown and quarantine imposed by the Italian government in response to the COVID-19 public health emergency has impacted its ability working with third parties in Italy to obtain information necessary for the Company to complete the internal processes required for the preparation of the Company’s consolidated financial statements or the review of such consolidated financial statements by the Company’s independent registered public accounting firm in time to allow for, or to otherwise enable, the Company to approve and file the Quarterly Report on a timely basis, and (iii) the Company expects to file the Quarterly Report on or before May 15, 2020.

The Company does not believe COVID-19 will have a material impact on its business beyond the risk factors previously disclosed in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 22, 2020, and the reason the Quarterly Report cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish any required opinion, report, or certification.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit Number
99.1	Press Release dated May 11, 2020.
99.2	Investor Presentation, dated May 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 11, 2020

By:	/s/ Dario Calogero
Name:	Dario Calogero
Title:	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Kaleyra, Inc., Reports Financial Results

for the First Quarter Fiscal 2020

Announces Conference Call and Upcoming Investor Conferences

First Quarter Financial Highlights

• Total revenue of $33.6 million, up 21.3% over Q1 2019

• Gross margin of 14.1% compared with 18.9% in Q1 2019 due to higher connectivity costs related to revenue from a major new US customer’s initial engagement

• Loss from operations of $(9.6) million includes $6.3 million of stock-based compensation, $2.4 million of transaction costs from the Business Combination and $1.0 million of costs pertaining to initial public company compliance

• Net loss was $(8.8) million or $(0.44) per share compared with a net loss of $(1.4) million, or $(0.13) per share in Q1 2019

• Adjusted EBITDA was $(0.3) million and includes $1.0 million of costs incurred in its first full quarter as a public company. Excluding these costs, Adjusted EBITDA would have been $0.7 million, which compares with Adjusted EBITDA of $0.3 million in the first quarter of 2019

• Net cash used in operations was $2.9 million compared to net cash used of $3.6 million in Q1 2019, an improvement of 21%

Recent Business Highlights

• Company executed 7 billion billable messages and 0.9 billion voice calls processed, up 6.1% and 12.5% respectively from Q1 2019

• Company added several new customers including a mega-cap U.S. based enterprise customer

• Launched k-lab, based in the U.S., a dedicated innovation lab for new product development to support enterprise mobile Customer Experience (CX)

• Strengthened U.S. leadership team with addition of 3 new executives

New York and Vienna, VA – May 11, 2020 – Kaleyra, Inc. (NYSE American: 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 reported unaudited financial results for the quarter ended March 31, 2020.

“We are in unprecedented times with the impact from the COVID-19 pandemic affecting people and businesses around the world, including our hometown of Milan, Italy,” commented Dario Calogero, Kaleyra’s Founder and Chief Executive Officer. “Our heart goes out to all of those impacted. It is during times of uncertainty that communication becomes even more critical, be it to connect with your citizens, your employees, or your customers. As a company, Kaleyra is doing everything it can to support our team, our customers, businesses, governments, and others in dealing with the emergency caused by the coronavirus outbreak. We continue to work with the Red Cross in Italy as well as organizations in India and the US to assist where we can. While our first quarter was not affected by the pandemic in a meaningful way, we anticipate that, like everyone else, we will see an impact in the second quarter, and likely have an impact for our fiscal year. Longer term, and beyond this quarter, we believe that our business model is resilient, and we are uniquely positioned to help our enterprise customers communicate with their customers in expanded ways.”

“Our first full quarter as a public company was solid, with a 21.3% increase in revenue over the first quarter last year. We saw expanded business with existing customers that have been on our communications platform /API for at least a year and who continue to represent over 80% of revenues, as well as the addition of a large new enterprise customer. While the first quarter tends to be our seasonally lowest quarter, we still saw volume increases driven by the increased number of digital transactions made by end-users and by the increasing penetration rate of digital payments in the underlying payments markets. We are also delighted that in this quarter, being our first full quarter as a publicly traded company, we have absorbed most of the expenses related to the combination with GigCapital, Inc. that resulted in our becoming public in late November 2019. Hence, moving forward, we will continue to enhance our profitability as these combination related expenses have now been paid.”

First Quarter 2020 Financial Highlights

• Total revenue of $33.6 million for the first quarter of 2020 was up 21.3% from $27.7 million in the first quarter of 2019.

• Gross margin was 14.1% in the first quarter of 2020, compared with gross margin of 18.9% in the first quarter of 2019 primarily as a result of the effects of higher connectivity costs temporarily incurred during the initial delivery phase of new customer accounts, mainly a mega-cap U.S. based enterprise customer.

• Operating expenses were $14.3 million in the first quarter of 2020. This included $6.3 million in stock-based compensation, $2.4 million of transaction costs from the Business Combination and $1.0 million of costs pertaining to initial public company compliance. Excluding these costs, operating expenses would have decreased by $0.9 million compared with the first quarter of 2019.

• Loss from operations was $(9.6) million for the first quarter of 2020 and includes the $6.3 million of stock-based compensation and $2.4 million of transaction costs mentioned above. This compares with a loss from operations of $(1.2) million in the first quarter of fiscal 2019.

• Net loss was $(8.8) million, or a loss of $(0.44) per share, for the first quarter of 2020, compared with a net loss of $(1.4) million, or a net loss of $(0.13) per share, for the first quarter of 2019.

• Adjusted EBITDA was $(0.3) million in the first quarter of 2020 and includes approximately $1.0 million of costs incurred as a public company that were not recognized in the first quarter of 2019. Excluding these costs, Adjusted EBITDA would have been $0.7 million and compares to $0.3 million on the first quarter of 2019.

• Cash used in operating activities was $2.9 million in the first quarter of 2020, compared with $3.6 million in the first quarter last year.

• Cash and cash equivalents were $16.2 million as of March 31, 2020. In addition to this amount, the Company also had $20.8 million of restricted cash as a result of the business combination that will be used during FY2020 for forward share purchase agreements, which as of March 31, 2020, contemplated the expenditure of up to $31.5 million for the purchase of the Company’s shares. Hence, the net cash liability associated with the forward shares purchase agreements is $10.7 million.

Recent Business Highlights

• Kaleyra’s subsidiary, Campaign Registry Inc., has completed its trial with a major U.S.-based telecommunications customer to reduce spam by collecting robotically driven campaign information from messaging companies and process and share that information with mobile operators and the messaging ecosystem as appropriate. A new sanctioned ecosystem for

businesses will be established to communicate with their customers using 10 Digit Long Code (“10 DLC”) services. The benefit will be increased reliability and quality for message senders as well as less unwanted messages in the form of spam for mobile users. The launch is anticipated to be pushed out to later in 2020.

• The Company has launched a series of specialized cloud telephony services to help its clients and other firms communicate with their employees, clients, and sustain business operations remotely.

• Executed a $15 million fixed purchase order with a U.S.-headquartered global mega-cap media customer in February 2020. The revenue will be realized over the course of 2020.

• Kaleyra is working with governments, startups, and others including the Italian Red Cross to create specialized cloud telephony services that will allow the general public to access information or emergency services via Kaleyra’s voice or messaging technology.

• Launched k-lab, a dedicated innovation lab for new product development to support enterprise mobile customer experience (CX). This will strengthen the Company’s commitment to delivering solutions for the financial services industry, particularly in the U.S.

• Announced the appointment of 3 new senior executives in the U.S. who have joined Kaleyra as Managing Directors for k-lab.

“At Kaleyra, our top priority has been the safety of our employees, our customers, our partners, and the communities that we live in. We will continue to support initiatives to make the lives of our stakeholders easier and safer. The CPaaS marketplace offers tremendous potential for growth and with our reputation as a trusted CPaaS provider, our expanding footprint in the United States, recent listing on the NYSE American stock exchange and expanding blue-chip customer base, we look forward to a strong trajectory of growth ahead,” added Mr. Calogero.

Outlook

For our second quarter outlook, Kaleyra is providing a revenue range that incorporates the observed slowdown in the month of April as a result of the restricted “shelter in place” environment, and the uncertainty surrounding the ongoing impact of COVID-19. The Company’s largest market, Italy, remains one of the epicenters of the COVID-19 outbreak, with continuous strict reinforcement of the social distancing policies. While the country is beginning to re-open, there is still ongoing softness in the local economy. In addition, India, another large market for the Company, is seeing the pandemic expand, and could pressure transaction levels. Based on current expectations of a recovery in the economies of Italy and India, revenue in the second quarter should be in the range of $30 million to $31 million, representing a small decline over the first quarter, and essentially in line with the second quarter 2019. Despite these near-term headwinds, we are confident in our strategic course and long-term opportunity globally. While we are withdrawing our full 2020 year guidance in the face of the current economic environment, we are confident that in the longer term, once the business constrains pertaining solely to the global impacts of the CVOVID-19 will be removed, we foresee an even more profound acceleration of the digital transformation of many industries, which could have a positive impact on the volume of the services provided by Kaleyra.

Conference Call

Management will conduct an investor conference call on Tuesday, May 12, 2020 at 8:00 a.m. EDT (5:00 a.m. PDT and 2:00 p.m. CET) to discuss these results. Questions will be invited after management’s presentation. A live webcast of the call and the replay will be available in the Investors section of the Kaleyra website at https://investors.kaleyra.com/news-events/ir-calendar.

To participate via telephone:

US: 1-855-327-6837

International: 1-631-891-4304

Conference ID: 10009619

Replay of the call:

Dial-In: 1-844-512-2921 or 1-412-317-6671

Replay Pin Number: 10009619

Start Date: Tuesday May 12, 2020, 11:00 a.m. ET

End Date: Tuesday May 26, 2020, 11:59 p.m. ET

Upcoming Investor Conferences

The Company also announced that management is scheduled to participate in the following investor events during May 2020.

May 12^th    Oppenheimer 5th Annual Emerging Growth Conference (one-on-one meetings only)

May 20^th    15th Annual Virtual Needham Technology and Media Conference (virtual video presentation)

May 26^th     Cowen’s 48th Annual TMT Conference (virtual fireside chat)

An updated copy of the Company’s presentation will be available in advance of the meetings. A link to the virtual presentations for the Needham and Cowen conferences will also able be available on the investor relations section of the company’s website at https://investors.kaleyra.com/news-events/ir-calendar.

About Kaleyra

Kaleyra, Inc. (NYSE American: KLR) (KLR WS), is a global group providing mobile communication services for financial institutions and enterprises of all sizes worldwide. Through its proprietary platform, Kaleyra manages multi-channel integrated communication services on a global scale, comprising of messages, push notifications, e-mail, instant messaging, voice services and chatbots. Kaleyra’s technology today makes it possible to safely and securely manage billions of messages monthly with a reach to hundreds of MNOs and over 190 countries. For more information: https://www.kaleyra.com/.

Forward-Looking Statements

This press release 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 financial statements of Kaleyra, its product and customer developments, its expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenues and the business plans of Kaleyra’s management team, and the impact of the COVID-19 pandemic on the its business and financial performance. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of Kaleyra in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on Kaleyra as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services utilized by Kaleyra’s customers and such customers’ needs for these services, the ability of Kaleyra to expand what it does for existing customers as well as to add new customers, that Kaleyra will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the illness, COVID-19, that it causes, as well as governmental responses to deal with the spread of this illness, may have on Kaleyra’s operations, the demand for Kaleyra’s products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Non-GAAP Financial Measure and Related Information

This press release includes reference to Adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, as the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income and finance cost (including bank charges), tax, depreciation and amortization, plus (i) transaction expenses, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) the Adjusted EBITDA for pre-acquisition period of subsidiaries, (v) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by Kaleyra or any of its subsidiaries to its or their employees and (vi) any provision for the write down of assets. Management uses Adjusted EBITDA, among other reasons, as it is a metric for determining whether there will be an earnout payment in accordance with the terms of the Stock Purchase Agreement. This non-GAAP financial measure is not a measure prepared in accordance with GAAP and might not be consistent with similar measures used by other companies. It shall not be considered as an alternative to any other measures of performance prepared under GAAP.

Contacts

Kaleyra:

(Media)

Marco Lastrico

Barabino & Partners USA, LLC

+1 212 308 8710

m.lastrico@barabinousa.com

(Investors)

Darrow Associates, Inc.

Alison Ziegler

+1 (201) 220-2678

Jim Fanucchi

+1 (408) 404-5400

ir@kaleyra.com

KALEYRA, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	16,237		$	16,103
Restricted cash		20,810			20,894
Short-term investments		3,079			5,124
Trade receivables, net		36,307			39,509
Prepaid expenses		1,246			648
Other current assets		2,757			4,224
Total current assets		80,436			86,502
Property and equipment, net		3,888			3,393
Intangible assets, net		8,665			9,353
Goodwill		16,370			16,953
Other long-term assets		2,082			1,203
Total asset	$	111,441		$	117,404
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Account payables	$	56,674		$	63,320
Debt for forward share purchase agreements		31,530			34,013
Notes payables		2,113			1,667
Notes payables due to related parties		13,115			9,411
Lines of credit		5,278			3,627
Current portion of bank and other borrowings		5,925			7,564
Deferred revenue		1,538			1,397
Preference shares		1			683
Preference shares due to related parties		1			1,847
Payroll and payroll related accrued liabilities		2,929			1,038
Other current liabilities		2,023			1,379
Total current liabilities		121,127			125,946
Long-term portion of bank and other borrowings		20,621			16,134
Long-term portion of notes payables due to related parties		3,750			7,500
Long-term portion of employee benefit obligation		1,341			1,398
Deferred tax liabilities		1,638			2,045
Other long-term liabilities		4,599			3,155
Total liabilities		153,076			156,178
Stockholders’ equity (deficit):
Common stock		2			2
Additional paid-in capital		11,190			2,143
Treasury stock, at cost		(2,587	)		—
Accumulated other comprehensive income (loss)		(424	)		74
Accumulated deficit		(49,816	)		(40,993	)
Total stockholders’ equity (deficit)		(41,635	)		(38,774	)
Total liabilities and stockholders’ equity (deficit)	$	111,441		$	117,404

KALEYRA, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

	Three Months Ended March 31,
	2020			2019
Revenue	$	33,633		$	27,725
Cost of revenue		28,902			22,476
Gross profit		4,731			5,249
Operating expenses:
Research and development		2,810			1,196
Sales and marketing		3,743			1,472
General and administrative		7,759			3,779
Total operating expenses		14,312			6,447
Loss from operations		(9,581	)		(1,198	)
Other income, net		42			82
Financial income (expense), net		(41	)		70
Foreign currency income (loss)		168			(254	)
Loss before income tax expense (benefit)		(9,412	)		(1,300	)
Income tax expense (benefit)		(589	)		79
Net loss	$	(8,823	)	$	(1,379	)
Net loss per common share basic and diluted (1)	$	(0.44	)	$	(0.13	)
Weighted-average shares used in computing net loss per common share basic and diluted (1)		19,979,589			10,687,106

(1) Amounts for the three months ended March 31, 2019 were retrospectively adjusted as a result of the accounting for the Business Combination (as defined below in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and net loss per share, basic and diluted, were retrospectively adjusted accordingly.

KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Three Months Ended March 31,
	2020			2019
Cash Flows from Operating Activities
Net loss	$	(8,823	)	$	(1,379	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		638			650
Stock-based compensation and preference share liability		6,308			315
Non-cash settlement of preference share liability		(2,486	)		—
Allowance for doubtful accounts		117			60
Employee benefit obligation		89			80
Non-cash interest expense, net		72			103
Deferred taxes		(323	)		(398	)
Change in operating assets and liabilities:
Trade receivables		1,710			534
Other current assets		1,111			(399	)
Other long-term assets		(808	)		(349	)
Accounts payables		(5,694	)		(3,690	)
Other current liabilities		3,526			402
Deferred revenue		206			6
Long-term liabilities		1,505			434
Net cash used in operating activities		(2,852	)		(3,631	)
Cash Flows from Investing Activities:
Purchase of short term investments		(3,179	)		(684	)
Sale of short term investments		5,041			2,062
Purchase of property and equipment		(89	)		(291	)
Sale of property and equipment		16			—
Capitalized software development costs		(731	)		—
Purchase of intangible assets		(6	)		(5	)
Net cash provided by investing activities		1,052			1,082
Cash Flows from Financing Activities
Change in line of credit		1,721			528
Borrowings on term loans		8,800			696
Repayments on term loans		(5,463	)		(553	)
Repurchase of common stock in connection with forward share purchase agreements		(2,587	)		—
Payments related to forward share purchase agreements		(167	)		—
Net cash provided by financing activities	$	2,304		$	671
Effect of exchange rate changes on cash, cash equivalent and restricted cash		(454	)		(47	)
Net increase (decrease) in cash, cash equivalents and restricted cash		50			(1,925	)
Cash, cash equivalents and restricted cash, beginning of period (1)	$	36,997		$	8,207
Cash, cash equivalents and restricted cash, end of period (1)	$	37,047		$	6,282
Supplemental disclosure of cash flow information
Cash paid for interests	$	153		$	95
Cash paid for income taxes	$	—		$	85
Non-cash financing activities	$			$
Change in value of forward purchase agreements	$	271		$	—
Common stock issued to settle payables	$	423		$	—
Issuance of note payable to settle a payable	$	400		$	—

(1) As of March 31, 2020, includes $16.2 million of cash and cash equivalents and $20.8 million of restricted cash; as of December 31, 2019, includes $16.1 million of cash and cash equivalents and $20.9 million of restricted cash.

KALEYRA, Inc.

Adjusted EBITDA Reconciliation of GAAP to Non-GAAP Financial Information

For the three Months Ended March 31, 2020 and 2019

(Amounts in millions)

	(Unaudited)
Adjusted EBITDA	2020			2019
Net loss	$	(8.8	)	$	(1.4	)
Other income, net		(0.0	)		(0.1	)
Financial income (expense), net		0.0			(0.1	)
Foreign currency income (loss)		(0.2	)		0.3
Income tax expense		(0.6	)		0.1
Loss from operations		(9.6	)		(1.2	)
Depreciation and Amortization		0.6			0.7
Stock-based compensation and preference shares		6.3			0.3
Transaction and one-off costs		2.4			0.6
Company restructuring		0.0			0.0
Adjusted EBITDA	$	(0.3	)	$	0.3
Costs not comparable to previous year (1)		1.0			0.0
Adjusted EBITDA comparable to PY	$	0.7		$	0.3

(1) These costs represent public company costs that were not incurred in 2019. Most of these costs are expected to occur going forward.    

EX-99.2

The Trusted CPaaS Investors Presentation May 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 reasonableness of the assumptions made within or the accuracy or completeness of any projections, modelling or back-testing or any other information contained herein. Any data on past performance, modelling or back-testing contained herein is no indication as to future performance. Kaleyra, Inc. (“Kaleyra” or, the “Company”) assumes no obligation to update the information in this communication. This presentation is not an offer to buy or the solicitation of an offer to sell Kaleyra securities. 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, hopes, beliefs, intentions, plans, prospects or strategies regarding the future business plans of Kaleyra’s management team and the Company’s financial results. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might,” "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this presentation are based on certain assumptions of Kaleyra’s management in light of its experience and perception of historical trends, current conditions and expected future developments and their potential effects on Kaleyra as well as other factors Kaleyra’s management believes are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of Kaleyra) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Kaleyra undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Certain industry and market data information in this presentation is based on the estimates of Kaleyra’s management. Kaleyra’s management obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Kaleyra’s management believes these estimates to be accurate as of the date of this presentation. However, this information may prove to be inaccurate because of the method by which management obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process. NON-GAAP FINANCIAL MEASURE AND RELATED INFORMATION This presentation includes reference to Adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income and finance cost (including bank charges), tax, depreciation and amortization calculated from the unaudited consolidated financial statements of such party and its subsidiaries, plus (i) transaction expenses, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) the Adjusted EBITDA for pre-acquisition period of subsidiaries, (v) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by Kaleyra or any of its subsidiaries to its or their employees and (vi) any provision for the write down of assets. The pre-2019 pro forma earnings of Kaleyra, which is an Italian company, and its subsidiaries, which include subsidiaries outside of the U.S., may not be prepared in conformance with Article 11 of Regulation S-X of the U.S. Securities and Exchange Commission (the "SEC"). Kaleyra’s management believes that this non-GAAP measure of Kaleyra’s financial results will provide useful information to investors regarding certain financial and business trends relating to Kaleyra’s anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyra’s anticipated business. Certain of the financial metrics in this presentation can be found in Kaleyra’s Form 10-K for the fiscal year ended December 31, 2019, filed with the “SEC” on April 22, 2020, and in Kaleyra's Form 8-K filed with the SEC on May 11, 2020, and the reconciliation of Adjusted EBITDA can be found on slides 18 and 20 of this presentation. TRADEMARKS AND INTELLECTUAL PROPERTY All trademarks, service marks, and trade names of Kaleyra and its subsidiaries or affiliates used herein are trademarks, service marks, or registered trademarks of Kaleyra as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners. Copyright © Kaleyra, Inc. 2020

Kaleyra, Inc.​ (NYSE American: KLR, KLR.WS) is a trusted global Communications Platform as a Service (CPaaS) offering multi-channel integrated business communication solutions. Global Customers Messages 27B Voice Calls 3B Network Operator Connections 1600+ Global Offices (APAC - EU - US) 12 Employees Worldwide 260+ 3000+ Data as of December 31, 2019 ABOUT KALEYRA Copyright © Kaleyra, Inc. 2020

1999 2009 2016 2018 2018 Ubiquity founded Solutions Infini founded Ubiquity & Solutions Infini merged Joint entity rebranded to Kaleyra 2019 Kaleyra acquires US-based Buc Mobile Highlights Of FY19 Results Record total revenue of $129.6 million, up 66% year-over-year on a consolidated basis; 30% organically on a pro-forma basis Gross margin of 20.3%, up from 19.8% in fiscal 2018 27 billion billable messages and 3 billion voice calls processed, up 17.4% and 200% respectively, on a pro-forma basis, from 2018 OUR JOURNEY: FROM BOOTSTRAPPING TO THE NYSE Copyright © Kaleyra, Inc. 2020

Avi Katz, Ph.D Chairman John Mikulsky Director Emilio Hirsch, Ph.D Director Matteo Lodrini Director Neil Miotto Director THE BOARD OF DIRECTORS Esse Effe, S.p.A. Dario Calogero Director Copyright © Kaleyra, Inc. 2020

Dario Calogero Chief Executive Officer Nicola Junior Vitto Chief Product Officer Filippo Monastra Chief of Staff Aniketh Jain Chief Revenue Officer Ashish Agarwal Chief Technology Officer Giacomo Dall’Aglio Chief Financial Officer Soren Schafft General Manager, Connectivity and Industry Solutions THE MANAGEMENT TEAM Copyright © Kaleyra, Inc. 2020

Blue Chip Customer Partners Customers rely upon Kaleyra’s products to deliver critical functionality, resulting in long-lasting, sticky relationships. We are a preferred partner for Enterprises and SMBs alike: Improving Metrics, Attractive Financial Profile and Valuation Disciplined management has produced above-market growth and profitability in an emerging market. 86% of Kaleyra’s 2019 growth came from its existing customer base, predominantly through increased traffic volume. As a newly public company, market valuation remains attractive compared to peers. INVESTMENT HIGHLIGHTS Technology Leadership Across Enterprise Communications Enterprise-grade cloud communication platform delivers secure voice and messaging APIs. Flexible, fully redundant and feature-rich products offer industry-leading security and total integration. Large Market Opportunity Coupled with Strong Secular Tailwinds CPaaS market is expected to reach $14.3 billion in 2022 from $4.3 billion in 2019 (27% CAGR).(1) The volume of chatbot usage is expected to grow globally by 84% YoY (2018 - 2023).(2) Strong Track Record of M&A Management’s strong track record of identifying and integrating accretive assets positions Kaleyra well for future inorganic growth. Kaleyra today is an integrated combination of Ubiquity (Europe), Solutions Infini (India) and Buc Mobile (USA). Source – 451 Market Monitor (2020) Source – Juniper Research (2020) Copyright © Kaleyra, Inc. 2020

Voice WhatsApp Kaleyra is the perfect suite for unified customer communication that every business requires. Our wide range of products can be accessed easily through a user-friendly web portal and via robust APIs too. We cater to businesses across many verticals such as e-commerce, BFSI, travel, retail and education. We also provide global connectivity solutions to carriers and ISPs in 190+ countries, driven by strong worldwide demand. Chatbots PRODUCT OFFERINGS Messaging Notifications Email Verify Numbers Flow Builder Contact Center Conversations Lookup Copyright © Kaleyra, Inc. 2020

KALEYRA’S TECHNOLOGY Cloud And On-premise In line with customers’ needs, Kaleyra continues investing in its data centers while enabling public cloud (99.99% uptime), hybrid cloud, private cloud and on-premise deployments. Connectivity Kaleyra is an OLO (Other Licensed Operator). It has over 1600 direct connections to operators to ensure high quality, unmatched pricing, and delivery efficiency. High Deliverability Intelligent high-priority routing assures unparalleled speed, consistency and pricing. Scalability With the ability to transmit high volumes of messages and easily handle traffic spikes, Kaleyra answers to the requests of customers for scalability and flexibility. Support Kaleyra provides 24/7 global customer service, as well as consulting services and comprehensive documentation to support customers with any technical queries. APIs Platform functionality is available through easy-to-use, frequently-updated APIs along with error logs. Copyright © Kaleyra, Inc. 2020

GLOBAL & DIVERSIFIED CUSTOMER BASE Enterprise Connectivity BFSI E-commerce Travel Retail Education Copyright © Kaleyra, Inc. 2020 2019 Geographic Mix Enterprise (72%) Connectivity (28%) 2019 Revenue Split

TRUSTED CLOUD COMMUNICATIONS PLATFORM AS A SERVICE Copyright © Kaleyra, Inc. 2020 NETWORK OPERATORS END-USERS BUSINESSES

LARGE HIGH-GROWTH TOTAL ADDRESSABLE MARKET Source: 451 Research Market Monitor CPaaS 2020. The forecasts included in this report do not incorporate the impact of the COVID-19 pandemic. Average Expected Compound Annual Growth Rate: 27% Forecasts by Channel A2P Messaging(1) The size of the global A2P messaging market will grow from $61B in 2019 to $78B in 2022. Contact Centers(2) The size of the global contact center software market will grow from $3.17B in 2019 to $9.09B in 2025. Chatbots(3) The volume of chatbot usage is expected to grow by 84% globally (2018-2023). In the United States, access to chatbots will grow YoY by 160%, in India by 342%, in Western Europe 169.99%. (1) Statista estimates, Credence Research (2020) (2) Statista estimates, Grand View Research (2020) (3) Source: Juniper Research (2020) Copyright © Kaleyra, Inc. 2020 $M

GROWTH STRATEGY Increased Volume of Traffic from Existing Installed Customer Base ~86% of Kaleyra’s 2019 YoY growth came from its current customers doing more transactions Global customer base of 3,000+ Cross / Up-Selling Existing Customers Adding new capabilities to clients’ existing offerings – voice on top of messaging Enhance existing product functionality via key Independent Software Vendor (ISV) partnership integrations. Geographic Expansion Expand global presence, in particular into the Americas and Asia-Pacific markets Initial engagement with major U.S.-based telecommunications customer Recruit world-class talent Target accretive acquisition to further market penetration. New Customers and Strengthened Product Portfolio Executing sales and marketing efforts to acquire new customers New $15 million fixed purchase order with U.S-headquartered global mega-cap media customer Launch of Kaleyra Cloud in 2020 provides an all-in-one cloud communication software solution New innovation lab k-lab supports product development to enterprise mobile CX. Highly predictable revenue evidenced by over 80% of Kaleyra’s growth coming from its existing customer base Copyright © Kaleyra, Inc. 2020

Strong historical top line growth and profitability with a robust pipeline for future growth via new product roadmap, M&A, and industry tailwinds Exceptional operating leverage model, generating 2x of Adjusted EBITDA expansion for every 1x of sequential revenue growth Growth % 42% 27% 32% Gross Margin % 18% 19.8% 20.3% Growth % 56% 76% 50% Margin % 5.4% 7.5% 8.6% STRONG GROWTH AND HIGH OPERATING LEVERAGE Note: Figures derived from US GAAP financials, except as otherwise indicated. PF refers to Pro Forma adjusted for subsidiaries acquired, the consolidated financials of such party and its subsidiaries and related finance and transaction fees. Revenue represented on a pro forma basis to include the impact of organic growth only (excludes the impact of acquisitions). 2016PF revenue is unaudited and under Italian GAAP. Consolidated Revenue | $ in Millions Adjusted EBITDA | $ in Millions Copyright © Kaleyra, Inc. 2020

2020 Q1 FINANCIAL REVIEW $33.6M +21.3% vs. prior year Revenue Over 80% of growth from existing customers Addition of a large new enterprise customer Over 3,000 customers, only one 10% +customer 14.1% vs. 18.9% prior year Gross Margin Higher connectivity costs due to new customer startup (-) Growth in new voice products (+) Increased penetration in the US (+) 7 Billion +6.1% vs. prior year Messages New services delivered to existing customers Volume delivered to a new U.S based customer 0.9 Billion + 12.5% vs prior year Voice Calls Market in India driving growth Voice carries higher gross margins than messaging $(0.3)M vs. $0.3m prior year Adj. EBITDA(1) Backs out $6.3 million of stock-based compensation and $2.4 million of transaction costs Includes $1 million initial public company compliance costs not included in 2019 Q1 Comparable Adj. EBITDA was $0.7M before public costs 1See definition on slide 2 and reconciliation of non-GAAP measures on slide 20 Copyright © Kaleyra, Inc. 2020 Revenue by Geography March 31, 2020 March 31, 2019

APPENDIX

FINANCIAL YEAR CONSOLIDATED STATEMENTS OF OPERATIONS Copyright © Kaleyra, Inc. 2020 The following table shows the audited financial year consolidated statements of operations prepared in accordance with US GAAP. ($ in thousands) 2019 2018 Revenue 129,558 77,845 Cost of revenue 103,205 62,425 Gross profit 26,353 15,420 Research and development 5,310 3,368 Sales and marketing 6,031 6,313 General and administrative 17,431 11,359 Loss of equity investments - (95) Total operating expenses 28,772 20,945 Loss from operations (2,419) (5,525) Other and financial income, net 820 151 Loss before income taxes (3,239) (5,676) Income tax expense 2,273 1,424 Net Loss (5,512) (7,100)

FINANCIAL YEAR ADJUSTED EBITDA RECONCILIATION Copyright © Kaleyra, Inc. 2020 The following table shows the reconciliation of the unaudited Non-GAAP Adjusted EBITDA as reported in the investors presentation. The unaudited figures have been derived from financials prepared in accordance with US GAAP. ($ in millions) 2019 2018PF GAAP Net Loss ($5.5) ($7.1) Other income, net ($0.1) ($0.4) Foreign currency loss $0.5 $0.1 Income tax expense $2.3 $1.4 Loss from Operations ($2.4) ($5.5) Depreciation and Amortization $2.6 $1.5 Stock-based compensation and preference shares $2.1 $8.0 Transaction and one-off costs $8.3 $3.4 Company restructuring $0.5 $0.0 Adjusted EBITDA $11.1 $7.4 Note: Management uses non-GAAP financial measures such as Adjusted EBITDA to evaluate period-to-period comparisons. Management believes these measures provide useful information about the Company’s operating results and financial performance. These non-GAAP financial measures are not measures prepared in accordance with GAAP and might not be consistent with similar measures used by other companies. These non-GAAP financial measures shall not considered as an alternative to any other measures of performance prepared under generally accepted accounting principles.

2020 Q1 CONSOLIDATED STATEMENTS OF OPERATIONS Copyright © Kaleyra, Inc. 2020 The following table shows unaudited financial year consolidated statements of operations prepared in accordance with US GAAP. ($ in thousands) Q1 2020 Q1 2019 Revenue 33,633 27,725 Cost of revenue 28,902 22,476 Gross profit 4,731 5,249 Research and development 2,810 1,196 Sales and marketing 3,743 1,472 General and administrative 7,759 3,779 Total operating expenses 14,312 6,447 Loss from operations (9,581) (1,198) Other, financial income and currency, net 169 (102) Loss before income tax expense (benefit) (9,412) (1,300) Income tax expense (benefit) (589) 79 Net Loss (8,823) (1,379) Net loss per common share basic and diluted (0.44) (0.13) Weighted average shares, basic and diluted 19,979,589 10,687,106

2020 Q1 ADJUSTED EBITDA RECONCILIATION Copyright © Kaleyra, Inc. 2020 The following table shows the reconciliation of the unaudited Non-GAAP Adjusted EBITDA as reported in the investors presentation. The unaudited figures have been derived from financials prepared in accordance with US GAAP. Note: Management uses non-GAAP financial measures such as Adjusted EBITDA to evaluate period-to-period comparisons. Management believes these measures provide useful information about the Company’s operating results and financial performance. These non-GAAP financial measures are not measures prepared in accordance with GAAP and might not be consistent with similar measures used by other companies. These non-GAAP financial measures shall not considered as an alternative to any other measures of performance prepared under generally accepted accounting principles. ($ in millions) Q1 2020 Q1 2019 GAAP Net Loss ($8.8) ($1.4) Other income, net ($0.0) ($0.1) Financial expense, net $0.0 ($0.1) Foreign currency loss ($0.2) $0.3 Income tax expense ($0.6) $0.1 Loss from Operations ($9.6) ($1.2) Depreciation and Amortization $0.6 $0.7 Stock-based compensation and preference shares $6.3 $0.3 Transaction and one-off costs $2.4 $0.6 Company restructuring $0.0 $0.0 Adjusted EBITDA ($0.3) $0.3 Public company costs not comparable to prior year $1.0 $0.0 Adjusted EBITDA comparable to PY $0.7 $0.3

BALANCE SHEET Copyright © Kaleyra, Inc. 2020 Note: Figures derived from US GAAP financials, except as otherwise indicated. ($ in Millions)         (Unaudited) as of 3/31/20 (Audited) as of 12/31/19 CURRENT ASSETS           Cash and Cash Equivalents $16.237 $16.103 Restricted Cash $20.810 $20.894 Short-term Investments $3.079 $5.124 Trade Receivables $36.307 $39.509 Prepaid Expenses $1.246 $0.648 Other Current Assets $2.757 $4.224 TOTAL CURRENT ASSETS     $80.436 $86.502 Property and Equipment, Net $3.888 $3.393 Intangible Assets, Net $8.665 $9.353 Goodwill $16.370 $16.953 Other Long-term Assets $2.082 $1.203 TOTAL ASSETS       $111.441 $117.404 ($ in Millions)       (Unaudited) as of 3/31/20 (Audited) as of 12/31/19 CURRENT LIABILITIES         Accounts Payable $56.674 $63.320 Debt for Forward Share Purchase Agreements $31.530 $34.059 Notes Payable $15.228 $11.130 Lines of Credit $5.278 $3.327 Current Portion Bank and Other Borrowings $5.925 $7.564 Deferred Revenue $1.538 $1.397 Preference Shares $0.002 $2.530 Payroll and Payroll Related Accrued Liabilities $2.929 $1.038 Other Current Liabilities $2.023 $1.379 TOTAL CURRENT LIABILITIES   $121.127 $125.946 Bank and Other Borrowings $20.621 $16.134 LT Notes Payables due to Related Parties $3.750 $7.500 Employee Benefit Obligation $1.341 $1.398 Deferred Tax Liabilities $1.638 $2.045 Other Long-term Liabilities $4.599 $3.155 TOTAL LIABILITIES       $153.076 $156.178 STOCKHOLDERS' EQUITY         Common Stock $0.002 $0.002 Additional Paid-in Capital $11.190 $2.143 Treasury stock, at cost ($2.587) -- Accumulated Other Comprehensive Income ($0.424) $0.074 Accumulated Deficit ($49.816) ($40.993) TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   ($41.635) ($38.774) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $111.441 $117.404