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): 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)	(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 August 10, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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

The Company will host a conference call to discuss its second quarter 2020 financial results on August 10, 2020, at 4:30 p.m. Eastern time. On August 10, 2020, the Company posted an investor presentation to the Investor Relations section of its website www.kaleyra.com, in connection with the earnings call for the quarter ended June 30, 2020. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

This Report shall not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.

Please refer to Exhibit 99.2 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

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 August 10, 2020.
99.2	Investor Presentation slideshow in use beginning August 10, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 10, 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 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 guidance range for the quarter

• Net loss for the second quarter was $8.1 million, or $(0.39) per share, with Adjusted EBITDA of $(0.3) million, including public company initial stock compensation plan expenses

• Entered into contracts with several of the world’s largest OTT (Over-the-Top) Internet media and App services companies to deliver messaging traffic globally, with these agreements supporting the second half of the year revenue outlook

• Solidified the balance sheet with an additional $51.7 million financial resources, comprising $36.2 million raised in a public offering, including the additional $4.2 million from the exercise of the over-allotment in July, net of underwriting discounts, commissions and offering expenses, as well as $15.5 million of loan agreements with favorable, low-rate terms with Intesa Sanpaolo in July

• Completed simplification of balance sheet and capital structure by payment, pre-payment and discharge of substantially all obligations under the forward share purchase agreements related to the closing of the business combination in November 2019

New York and Vienna, VA – August 10, 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 and six months ended June 30, 2020.

“During the quarter, Kaleyra benefitted from the flexibility and functionality of our platform, the strength of our customer relationships and the adaptability of our employees around the world who executed flawlessly during one of the most challenging periods in our history,” commented Dario Calogero, Kaleyra’s Founder and Chief Executive Officer. “Despite two of our largest markets, Italy and India, in lockdown for much of the second quarter, and with their economies essentially frozen, revenue not only was above our second quarter guidance range but was also up year over year. The pandemic is driving increased usage and the reach of our platform, while simultaneously unlocking new segments, including government and non-government customers in the Unites States, Europe, and APAC. Beginning in June, and continuing into July, as economies around the world reopen for business, we have seen volumes recover driven by the increasing penetration rate of digital payments and an increased number of digital transactions.

“We have also seen enterprise customers increasingly looking for new ways to engage with their customers, expanding into new channels like live chat, chatbots and IVR, accelerating their digital transformations by multiple years in many cases. We also expect to announce additional agreements over the second half of 2020 with some of the world’s largest OTT (Over-the-Top) Internet media and App services companies, further supporting our annual revenue outlook,” said Mr. Calogero.

Second Quarter 2020 Financial Highlights

• Total revenue of $31.2 million for the second quarter of 2020 was up 1.1% from $30.9 million in the second quarter of 2019. A positive change in geographical revenue mix helped offset lower transaction activity, including premium services and voice, during the lockdown related to the COVID-19 pandemic. 

• Cost of revenue increased by 8% to $26.8 million, compared with the second quarter of 2019 and thus gross profit decreased by 28% to $4.4 million. This was mainly as a result of the effects of higher connectivity costs related to the initial delivery phase of new customer accounts and a decrease of high margin services such as voice (related to taxi services in India) and premium services (related to the usage of credit cards) during the lockdown related to the COVID-19 pandemic.

• Gross margin was 14.0% in the second quarter of 2020, compared with gross margin of 19.5% in the second quarter of 2019, mainly due to the effects noted above.

• Operating expenses were $11.9 million in the second quarter of 2020. This included adding nearly 30 employees from the beginning of the fiscal year, the majority of which support enhanced engineering development and global sales activities, $4.8 million in stock-based compensation, $1.8 million of transaction and one-off costs, and $1.1 million of costs pertaining to public company compliance. Excluding these costs, operating expenses would have decreased by $0.8 million compared with adjusted operating expenses of $5.0 million in the second quarter of 2019.

• Loss from operations was $7.5 million for the second quarter of 2020 and includes the $4.8 million of stock-based compensation and $1.8 million of transaction and one-off costs mentioned above as well as $1.1 million of costs pertaining to initial public company compliance. This compares with a loss from operations of $0.8 million in the second quarter of fiscal 2019.

• Net loss was $8.1 million, or a loss of $0.39 per share, for the second quarter of 2020, compared with a net loss of $1.3 million, or a net loss of $0.12 per share, for the second quarter of 2019.

• Adjusted EBITDA comparable with the previous year was $0.8 million in the second quarter of 2020 and includes approximately $1.1 million of costs incurred as a public company that were not recognized in the second quarter of 2019. Without adjusting those costs, but including the engineering and sales headcount increase, Adjusted EBITDA would have been $(0.3) million and compares to $1.7 million on the second quarter of 2019.

• Cash used in operating activities was $1.6 million in the second quarter of 2020, compared with cash provided in operating activities of $2.2 million in the second quarter last year.

• Cash and cash equivalents were $37.2 million as of June 30, 2020. The cash position is after the payment of substantially all the obligations under the forward share purchase agreements mentioned above and a large portion of promissory notes, and compares with $37.0 million in cash, cash equivalents and restricted cash as of December 31, 2019.

First Six Months 2020 Financial Highlights

• Total revenue was $64.8 million for the first six months of 2020, representing an increase of 10.6% from $58.6 million in the first six months of 2019. The increase reflects Kaleyra’s growing market position, demand for its products and shifting geographical revenue mix during the global economic slowdown.

• Gross margin was 14.0% in the first six months of 2020, compared with gross margin of 19.2% in the first six months of 2019. The change is primarily as a result of the effects of higher connectivity costs during the initial delivery phase of new customer accounts and a mix shift in revenue with higher messaging activities and a decrease of higher margin premium services and voice services.

• Operating expenses were $26.2 million in the first six months of 2020. This included $11.1 million in stock-based compensation due to the public company initial stock compensation plan, $4.2 million of transaction and one-off costs from the Business Combination and $2.1 million of costs pertaining to initial public company compliance. Excluding these costs, operating expenses would have decreased by $1.7 million compared with adjusted operating expenses in the first half of 2019 of $10.5 million.

• Loss from operations was $17.1 million for the first six months of 2020 and includes $11.1 million in stock-based compensation and $4.2 million of transaction and one-off costs mentioned above. This compares with a loss from operations of $2.0 million in the first six months of fiscal 2019.

• Net loss was $17.0 million, or a loss of $0.84 per share, for the first six months of 2020, compared with a net loss of $2.7 million, or a net loss of $0.25 per share, for the first six months of 2019.

• Adjusted EBITDA, comparable with the previous year, was $1.6 million in the first half of 2020, and includes approximately $2.1 million of costs incurred as a public company that were not recognized in the first half of the previous year. Without adjusting these costs, Adjusted EBITDA would have been $(0.5) million and compares with $2.0 million in the first six months of 2019.

• Cash used in operating activities was $4.4 million in the first six months of 2020, compared with $1.5 million in the first six months of 2019.

Recent Business Highlights

• Raised $36.2 million, net of underwriting discounts and commissions and offering expenses, through a public offering of 7.8 million shares at $4.50 per share. This includes the additional $4.2 million in July as a result of the over-allotment to purchase an additional 984,916 shares. Shares outstanding at June 30, 2020, prior to the overallotment, was 28.0 million.

• Payments under forward share purchase agreements related to the closing of the Company’s business combination with Kaleyra S.p.A. in 2019 have either been pre-paid or made, or these obligations have otherwise been discharged, leaving Kaleyra with a simplified capital structure moving forward.

• The Company’s subsidiary, Kaleyra S.p.A., entered into two general unsecured loan agreements with Intesa Sanpaolo, S.p.A. of Italy totaling $15.5 million made pursuant to programs to address COVID-19 and Italian Government support for Italian businesses.

• Kaleyra expanded its connectivity service footprint, entering contracts with five of the world’s largest OTT (Over-the-Top) Internet media and App services companies to deliver messaging traffic globally.

• Secured additional purchase orders with a U.S.-headquartered global mega-cap media customer after initial $15 million fixed purchase order was completed ahead of plan.

• Kaleyra’s subsidiary, Campaign Registry Inc., a systems initiative to reduce spam by collecting robotically driven campaign information and processing and sharing that information with mobile operators and the messaging ecosystem, has begun its soft launch, with a commercial launch that will occur in the third quarter.

• Kaleyra Cloud, aimed at small to medium enterprises, is set to launch later this year.

• Our K-lab initiative, which is designed to bring our expertise in the financial services and banking industry to the U.S, is receiving positive feedback.

Outlook

Looking out to the third quarter and second half of the year, we believe we are uniquely positioned to help enterprise customers communicate with their customers in expanded ways and take advantage of the growing opportunities the pandemic has created in the already fast growing CPaaS market.

• For the third quarter, we anticipate reporting revenue of at least $36 million, which would represent a sequential improvement of at least 15%. This would be a record revenue quarter for Kaleyra. This guidance assumes that the Company’s largest markets, Italy and India, will continue to see improvements in their economies coming out of the COVID-19 pandemic. It also takes into consideration that there could still be continued pressure on transaction levels in certain regions and on certain business lines.

• For fiscal year 2020, the Company expects revenue in excess of $142 million, which anticipates a double-digit sequential increase in fourth quarter revenue from the third quarter, to establish yet another record revenue quarter for the company.

• Adjusted EBITDA in the second half of 2020 is expected to see a significant increase from first half levels. As a point of reference, in fiscal 2019, the vast majority, or approximately 80%, of adjusted EBITDA was generated in the third and fourth quarters. This seasonality is expected to benefit 2020 as well.

“The pandemic has been a catalyst to accelerate the digital transformation of several industries. Mobile technology is bridging the distance between the organizations and their audiences, and Kaleyra is designed to help the enterprises to seamlessly communicate with their customers through mobile services.” added Mr. Calogero. “The CPaaS marketplace continues to offer tremendous potential for growth and we are confident that in the longer term, as the world economies recover from the pandemic, we will see an acceleration of the digital transformation of many industries. With our reputation as the trusted CPaaS provider, our expanding blue-chip customer base, new product initiatives, recent strengthening of our balance sheet and growing footprint in the United States we look forward to a strong trajectory of growth ahead

Conference Call

Management will conduct an investor conference call on Monday, August 10, 2020 at 4:30 p.m. EDT (1:30 p.m. PDT and 10:30 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: 10010655

Replay of the call:

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

Replay Pin Number: 10010655

Start Date: Monday August 10, 2020, 7:30 p.m. ET

End Date: Monday August 24, 2020, 11:59 p.m. ET

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, market acceptance of new service offerings, 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 and the reopening of economies that have been closed as part of these responses, 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)

	June 30, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	37,221		$	16,103
Restricted cash		27			20,894
Short-term investments		4,805			5,124
Trade receivables, net		38,069			39,509
Prepaid expenses		1,098			648
Other current assets		1,921			4,224
Total current assets		83,141			86,502
Property and equipment, net		4,750			3,393
Intangible assets, net		8,229			9,353
Goodwill		16,296			16,953
Other long-term assets		1,700			1,203
Total Assets	$	114,116		$	117,404
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	55,152		$	63,320
Debt for forward share purchase agreements		7,525			34,013
Notes payable		—			1,667
Notes payable due to related parties		9,750			9,411
Lines of credit		4,995			3,627
Current portion of bank and other borrowings		8,082			7,564
Deferred revenue		1,500			1,397
Preference shares		1			683
Preference shares due to related parties		1			1,847
Payroll and payroll related accrued liabilities		5,267			1,038
Other current liabilities		1,687			1,379
Total current liabilities		93,960			125,946
Long-term portion of bank and other borrowings		18,755			16,134
Long-term portion of notes payable		2,700			—
Long-term portion of notes payable due to related parties		3,750			7,500
Long-term portion of employee benefit obligation		1,490			1,398
Deferred tax liabilities		1,304			2,045
Other long-term liabilities		1,147			3,155
Total Liabilities		123,106			156,178
Stockholders’ equity (deficit):
Common stock		3			2
Additional paid-in capital		74,284			2,143
Treasury stock, at cost		(24,218	)		—
Accumulated other comprehensive income (loss)		(1,115	)		74
Accumulated deficit		(57,944	)		(40,993	)
Total stockholders’ equity (deficit)		(8,990	)		(38,774	)
Total liabilities and stockholders’ equity (deficit)	$	114,116		$	117,404

KALEYRA, INC.

Condensed Consolidated Statements of Operations

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Revenue	$	31,199		$	30,871		$	64,832		$	58,596
Cost of revenue		26,846			24,848			55,748			47,324
Gross profit		4,353			6,023			9,084			11,272
Operating expenses:
Research and development		2,346			1,394			5,156			2,590
Sales and marketing		2,989			1,488			6,732			2,960
General and administrative		6,537			3,961			14,296			7,740
Total operating expenses		11,872			6,843			26,184			13,290
Loss from operations		(7,519	)		(820	)		(17,100	)		(2,018	)
Other income, net		11			13			53			95
Financial income (expense), net		(518	)		(135	)		(559	)		(65	)
Foreign currency income (loss)		(415	)		112			(247	)		(142	)
Loss before income tax expense (benefit)		(8,441	)		(830	)		(17,853	)		(2,130	)
Income tax expense (benefit)		(313	)		472			(902	)		551
Net loss	$	(8,128	)	$	(1,302	)	$	(16,951	)	$	(2,681	)
Net loss per common share, basic and diluted	$	(0.39	)	$	(0.12	)	$	(0.84	)	$	(0.25	)
Weighted-average shares used in computing net loss per common share, basic and diluted		20,606,816			10,687,106			20,293,203			10,687,106

KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Six Months Ended June 30,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(16,951	)	$	(2,681	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,269			1,307
Stock-based compensation, preference share and unpaid bonuses		11,133			451
Non-cash settlement of preference share liability		(2,486	)		—
Allowance for doubtful accounts		44			1
Employee benefit obligation		253			146
Non-cash interest expense, net		117			275
Deferred taxes		(636	)		(488	)
Change in operating assets and liabilities:
Trade receivables		793			(5,747	)
Other current assets		1,938			(597	)
Other long-term assets		(448	)		(299	)
Accounts payable		(5,375	)		5,405
Other current liabilities		5,059			334
Deferred revenue		171			47
Long-term liabilities		698			374
Net cash used in operating activities		(4,421	)		(1,472	)
Cash Flows from Investing Activities:
Purchase of short-term investments		(4,920	)		(2,912	)
Sale of short-term investments		5,041			2,493
Purchase of property and equipment		(494	)		(694	)
Sale of property and equipment		16			—
Capitalized software development costs		(1,371	)		—
Purchase of intangible assets		(6	)		(8	)
Net cash used in investing activities		(1,734	)		(1,121	)
Cash Flows from Financing Activities:
Change in line of credit		1,353			(376	)
Borrowings on term loans		8,800			4,970
Repayments on term loans		(5,741	)		(1,506	)
Repayments on notes payable		(5,478	)		—
Repurchase of common stock in connection with forward share purchase agreements		(24,218	)		—
Payments related to forward share purchase agreements		(620	)		—
Proceeds from issuance of stock in public offering, net of issuance costs		32,680			—
Net cash provided by financing activities		6,776			3,088
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(370	)		32
Net increase in cash, cash equivalents and restricted cash		251			527
Cash, cash equivalents and restricted cash, beginning of period		36,997			8,207
Cash, cash equivalents and restricted cash, end of period	$	37,248		$	8,734

KALEYRA, Inc.

Adjusted EBITDA Reconciliation of GAAP to Non-GAAP Financial Information

For the three and six Months Ended June 30, 2020 and 2019

(Unaudited, in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
Adjusted EBITDA	2020			2019			2020			2019
Net loss	$	(8.1	)	$	(1.3	)	$	(17.0	)	$	(2.7	)
Other income, net		(0.0	)		(0.0	)		(0.1	)		(0.1	)
Financial income (expense), net		0.5			0.1			0.6			0.1
Foreign currency income (loss)		0.4			(0.1	)		0.2			0.1
Income tax expense (benefit)		(0.3	)		0.5			(0.9	)		0.6
Loss from operations	$	(7.5	)	$	(0.8	)	$	(17.1	)	$	(2.0	)
Depreciation and Amortization		0.6			0.7			1.3			1.3
Stock-based compensation and preference shares		4.8			0.1			11.1			0.4
Transaction and one-off costs		1.8			1.7			4.2			2.3
Company restructuring		0.0			0.0			0.0			0.0
Adjusted EBITDA	$	(0.3	)	$	1.7		$	(0.5	)	$	2.0
Costs not comparable to previous year (1)		1.1			0.0			2.1			0.0
Adjusted EBITDA comparable to PY	$	0.8		$	1.7		$	1.6		$	2.0

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

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 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 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020, and the reconciliation of Adjusted EBITDA can be found on slide 25 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.​ is a trusted global Communications Platform as a Service (CPaaS) offering multi-channel integrated business communication solutions KALEYRA AT A GLANCE Copyright © Kaleyra, Inc. 2020 Customer Highlights for Fiscal Quarter Ended June 30, 2020 73.4% of revenues came from customers which have been on Platform for at least one year 55.2% of revenues is related to the top 10 customers with a churn rate of zero in the last year Revenues by country breakdown: Italy (43.4%), India (19.9%), US (20.4%) and Other European and Asian Countries (16.3%) Over 3,000 customers with only one customer accounting for more than 10% of revenue Global Customers Messages 27B Voice Calls 3B Network Operator Connections 1,600+ Global Offices (APAC - EU - US) 12 Employees Worldwide 260+ 3,000+ 1999 Ubiquity founded 2009 Solutions Infini founded 2016 Ubiquity & Solutions Infini merged 2018 Joint entity rebranded to Kaleyra 2018 Kaleyra acquires US-based Buc Mobile 2019

Long-Lasting Relationships with Blue Chip Customers Customers rely upon Kaleyra’s products to deliver critical functionality, resulting in long-lasting, sticky relationships We are a preferred platform partner for Enterprises and SMBs as trusted and secure communication provider Improving Metrics, Attractive Financial Profile and Valuation 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 Highly Experienced Management Team CEO Dario Calogero is among the CPaaS industry’s foremost experts and has been leading Kaleyra for 20+ years; he is supported by other industry veterans Experienced Board with understanding of how to effectively manage public companies 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) Organic Growth Augmented with Strong M&A Pipeline 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 (US) Source – 451 Market Monitor (2020) Source – Juniper Research (2020) Copyright © Kaleyra, Inc. 2020

BALANCE SHEET STRENGTHENED $36.2 million net proceeds from Public Offering (June and July 2020) On June 24, 2020, Kaleyra entered into an Underwriting Agreement issued and sold 7.8 million shares of the Company’s common stock at $4.50 per share, or $32.0 million, after deducting underwriting discounts and commissions and offering expenses, which sum up to $36.2 million considering $4.2 million in net proceeds following the over-allotment partial exercise for 0.9 million additional shares of common stock. $15.5 million of loan agreements with Intesa Sanpaolo secured (July 2020) Copyright © Kaleyra, Inc. 2020

CPAAS PLATFORM ADDRESSING MULTIPLE INDUSTRIES Travel (click-to-call) E-commerce (2-way messaging) Kaleyra’s CPaaS Platform provides secure communications solution for multiple industries, and offers the opportunity to more intimately interact with their customers. Financial Services (OTP)

CPAAS PLATFORM ADDRESSING MULTIPLE INDUSTRIES Now testing out WebRTC and Video Auth / Video Verify applications Copyright © Kaleyra, Inc. 2020

TRUSTED CLOUD COMMUNICATIONS PLATFORM AS A SERVICE NETWORK OPERATORS END-USERS BUSINESSES Kaleyra has built connections with 1,600+ network operators, a key barrier to entry in CPaaS driving Network Effects on its Platform Kaleyra is designated as an OLO (Other Licensed Operator); network connections help ensure high quality, unmatched pricing, and delivery efficiency Kaleyra is cloud agnostic; its services can work in public, private and hybrid cloud environments Copyright © Kaleyra, Inc. 2020

UNIQUE CPAAS NICHE AND FOCUS ON QUALITY Enterprise-grade cloud communication Platform delivers secure voice and messaging APIs High Quality / Security / Customer Care have helped Kaleyra build a strong presence in banking and financial institution vertical Banks rely on Kaleyra to deliver secure and compliant anti-fraud or user spam control notification to their credit or debit cardholders Two-factor authentication services seeing strong customer interest, as are credit card and delivery notifications Kaleyra recently completed a trial with a major US-based telecommunication customer designed to reduce call and SMS spam This could become a monopoly SaaS / Database service with extremely high margins and barriers to entry as you need one neutral platform There are large cross-sell / up-sell opportunities; adding new capabilities to clients’ existing offerings (voice services 6% of revenue but growing 100% per year) and other new communication APIs to Kaleyra’s Platform The Platform is adaptive, flexible and develops quickly to match the evolution of the industry; the Platform has been tailored to be able to onboard channels as they become more pervasive (video, data, voice, etc.) Copyright © Kaleyra, Inc. 2020

LARGE, HIGH-GROWTH TOTAL ADDRESSABLE MARKET Source: IDC CPaaS Market Forecast. The forecasts included in this report incorporate the impact of the COVID-19 pandemic. *Other includes security, flow builder and others. Average Expected Compound Annual Growth Rate: 30%+ 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 $3.2B in 2019 to $9.1B 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 170% Voice and Data As the market grows, Kaleyra is well position to take advantage of the growth in Voice and data segments (1) Statista estimates, Credence Research (2020) (2) Statista estimates, Grand View Research (2020) (3) Source: Juniper Research (2020) 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 1,600 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

PRODUCT OFFERINGS Copyright © Kaleyra, Inc. 2020 Kaleyra is a trusted CPaaS Platform that provides secure and reliable 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 including financial services (44.0%), e-commerce (7.2%), and other enterprise services as travel, retail, education (17.8%) We also provide global connectivity solutions to carriers and ISPs in 190+ countries, driven by strong worldwide demand. Messaging WhatsApp Voice Chatbot Email Flow Builder Push Notification Verify Numbers Contact Center Conversations Look Up Video WebRTC

Highly predictable revenues with 73%+ of KLR’s growth from Existing Customers. Only one 10%+ revenue customer Q2`2020, about 52% of revenues generated in Europe, 20% from India and 20% from the US Goal is to Sell to US Financial Services Seeing Strong Traction GLOBAL & DIVERSIFIED CUSTOMER BASE Enterprise Connectivity Financial Services E-commerce Travel Retail Education Q2 2020 Geographic Mix Enterprise (69%) Connectivity (31%) Q2 2020 Revenue Split 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

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

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 US-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 majority of Kaleyra’s growth coming from its existing customer base Copyright © Kaleyra, Inc. 2020 GROWTH STRATEGY

FINANCIAL OVERVIEW

2020 Q2 FINANCIAL REVIEW $31.2M +1.1% period over period Revenue Over 73% of growth from existing customers Addition of a large new enterprise customer Q2’ 20 revenue growth impacted due to COVID-19 pandemic, particularly in India and Italy, with volumes starting to recover in June 14.0% vs. 19.5% prior period Gross Margin A decrease in voice volumes in the Indian region due to the COVID-19 pandemic (-) Increased penetration in the US connectivity growing costs due to new customer startup (-) We evaluate to increase the marginality after the end of COVID pandemic (+) 5.3 Billion -11.7% vs. prior period Messages A decrease mainly related to a drop in volumes in the Indian region due to COVID-19 pandemic (-) New services delivered to existing customers (+) Volume delivered to a new U.S based customer (+) 0.5 Billion -28.6% vs prior period Voice Calls Decrease in volumes in the Indian region due to COVID-19 pandemic Voice carries higher gross margins than messaging $(0.3)M vs. $1.7m prior period Adj. EBITDA(1) Backs out $4.8M of stock-based compensation and $1.8M of transaction and one-off costs Includes $1.1M initial public company compliance costs not included in 2019 Q2 Comparable Adj. EBITDA was $0.8M before public costs 1See definition on slide 2 and reconciliation of non-GAAP measures on slide 25 Revenues by Geography June 30, 2020 June 30, 2019 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 YoY Growth % 42% 27% 32% Gross Margin % 18% 19.8% 20.3% 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 33% CAGR Copyright © Kaleyra, Inc. 2020 YoY Growth % 56% 76% 50% Margin % 5.4% 7.5% 8.6%

OWNERSHIP SUMMARY Q2 2020 Ownership Summary June 30, 2020* Copyright © Kaleyra, Inc. 2020 Ownership Shares Percent Management and Affiliates 12,450,739 44.5% Gig Capital Sponsors and Affiliates 4,136,832 14.8% Investors Associated with DeSPAC process 2,206,478 7.9% Implied Retail Float 9,205,664 32.9% Shares Outstanding 27,999,713 100.0% * Includes the public offering of 7.8 million common shares closed in June 2020 and excludes the overallotment of 984,916 shares closed in July 2020

Copyright © Kaleyra, Inc. 2020 COVID-19 SITUATION OVERVIEW Financial Implications Q2’ 20 revenues in Italy and India slow down the growth during the period due to pandemic, but are projected to recover the growth post-COVID Based on current expectations of a recovery in the economies of Italy and India, revenues in the third quarter should be at least $36 million, representing a 15% increase over the second quarter 2020 and a slight increase over the third quarter 2019. For fiscal year 2020, revenue should exceed $142 million, which assumes a double digit sequential increase in the fourth quarter of 2020 Adjusted EBITDA in the second half of 2020 is expected to see a significant increase from first half levels. In 2019, the vast majority of adjusted EBITDA was generated in Q3 and Q4. Long-Term Growth Trajectory of Industry and Kaleyra Not Significantly Affected(1) Despite an expected small decline in rate of growth due to COVID-19 pandemic, CPaaS market is expected to continue to grow at a strong pace With businesses internationally adjusting to working from home, there will be a need for secure and reliable communications platforms for remote workers Digital nature of CPaaS mitigates risks associated with brick-and-mortar business models; it will benefit from resumption of economic activity and spending Kaleyra Has Maintained Its Strong Operational and Financial Position During COVID-19 Pandemic and Opportunity in Market is High (1) IDC CPaaS Market Forecast

ANNUAL AND QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS The following table shows the audited financial year consolidated statements of operations prepared in accordance with US GAAP. Copyright © Kaleyra, Inc. 2020

BALANCE SHEET Note: Figures derived from US GAAP financials, except as otherwise indicated. Copyright © Kaleyra, Inc. 2020

APPENDIX

ANNUAL AND QUARTERLY ADJUSTED EBITDA RECONCILIATION 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. Copyright © Kaleyra, Inc. 2020 (1) These costs represent public company costs that were not incurred in 2019. Most of these costs are expected to occur going forward.