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 4, 2021

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38320	82-3027430
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 9, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chairman, Chief Executive Officer and Chief Financial Officer Special Achievement Bonus

On August 4, 2021, the Compensation Committee of the Board of Directors of the Company (the “Committee”) proposed and the Board of Directors of the Company approved a one-time discretionary special achievement bonus consisting of cash and restricted stock units (“RSUs”), for the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer as set forth below:

• Dr. Avi Katz, the Chairman of the Board of Directors, was awarded a cash bonus in the amount of $500,000 and 100,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets;

• Dario Calogero, the Company’s Chief Executive Officer, was awarded a cash bonus in the amount of $500,000 and 100,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets; and

• Giacomo Dall’Aglio, the Company’s Chief Financial Officer, was awarded a cash bonus in the amount of $500,000 and an award of 103,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets.

The Company may on behalf of Messrs. Calogero and Dall’Aglio withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Messrs. Calogero and Dall’Aglio. The RSU awards are being made using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these RSUs is qualified in its entirety by reference to such form.

Item 7.01 Regulation FD Disclosure

The Company will host a conference call to discuss its second quarter 2021 financial results on August 9, 2021, at 8:00 a.m. Eastern time. On August 9, 2021, 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, 2021. 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 9, 2021.
99.2	Investor Presentation dated August 9, 2021.
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 9, 2021

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

EX-99.1

Exhibit 99.1

Kaleyra Announces Second Quarter Financial Results

Total second quarter revenue of $54.0 million, up 73% from the same period a year ago

Largest year-over-year gross profit increase as a public company, up 140% versus Q2 2020

Delivered 8.5 billion billable messages and connected 1.4 billion voice calls

Closed Landmark Acquisition of Messaging Solution Provider mGage along with strategic capital raise

Acquired Bandyer to Expand Communication Solutions to include Programmable Video APIs

New York and Vienna, VA – August 9, 2021 - Kaleyra, Inc. (NYSE: KLR) (KLR WS) (“Kaleyra” or the “Company”), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectivity solutions in the API/Communications Platform as a Service (CPaaS) market, today announced financial results for the second quarter ended June 30, 2021.

“Kaleyra reported another strong quarter, with Q2 exceeding our revenue expectations along with significant improvement in our gross margins. The team has continued to execute very well through the closing of the mGage transaction as well as another challenging period as the delta variant of COVID makes a resurgence,” commented Dario Calogero, Kaleyra’s Founder and Chief Executive Officer. “The second quarter was transformational for Kaleyra as we completed the landmark acquisition of mGage as well as, immediately following the closing of the second quarter, acquiring Bandyer. Through these acquisitions we have accelerated our growth, expanded our geographic reach and broadened our product portfolio. We have already merged the mGage team into the Kaleyra family and are pleased by the seamless integration. The strength of our business and the team executing it give us confidence in our ability to maintain momentum for the remainder of 2021 and support our vision as a global CPaaS platform.”

Second Quarter 2021 Financial Highlights

• Revenue: Total revenue for the second quarter of 2021 was $54.0 million, a 73% increase when compared to $31.2 million in the second quarter of 2020. During the one month that it was part of Kaleyra, mGage contributed $10.2 million in the second quarter revenue.

• Gross Profit: Gross profit for the second quarter of 2021 was $10.5 million, a 140% increase when compared to $4.4 million for the second quarter of 2020, and our largest year-over-year gross profit increase as a public company. Gross margin for the second quarter of 2021 was 19% versus 14% in the second quarter of 2020.

• Adjusted Gross Profit: Adjusted gross profit for the second quarter of 2021 was $11.1 million, a 147% increase when compared to $4.5 million for the second quarter of 2020. Adjusted gross margin for the second quarter of 2021 was 21% versus 14% in the second quarter of 2020. The main drivers of the gross margin increase were the organic expansion of gross profitability for Kaleyra legacy businesses, representing 81% of the year-over-year increase, and the revised product mix due to the acquisition of mGage.

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• Net Loss: Net loss for the second quarter of 2021 was $(4.5) million, or $(0.13) per share, based on 34.3 million weighted-average shares outstanding, predominantly due to one-time expenses pertaining to the mGage acquisition and non-cash stock-based compensation expenses. During the second quarter of 2020, net loss was $(8.1) million, or $(0.39) per share, based on 20.6 million weighted-average shares outstanding.

• Adjusted Net Income (Loss): Adjusted net income for the second quarter of 2021 was $0.5 million, or $0.01 per share basic and diluted, based on 34.3 million weighted-average shares outstanding basic and 44.9 million diluted, compared to adjusted net loss of $(1.4) million, or $(0.07) per share, based on 20.6 million weighted-average shares outstanding in the second quarter of 2020.

• Adjusted EBITDA: Adjusted EBITDA was $2.2 million for the second quarter of 2021, compared to a loss $(0.3) million for the second quarter of 2020. Kaleyra continues to strongly invest in human capital, and in particular, in research and development talent, enhancing the head count growth year over year to strengthen the omni-channel platform, and continuous investment in the global sales operations.

Recent Business Highlights

• Kaleyra delivered 8.5 billion billable messages, a 62% increase from the year ago period, and connected 1.4 billion voice calls, up 195% from the year ago period.

• Kaleyra’s subsidiary, Campaign Registry Inc., has signed all Tier 1 carriers in the US and multiple other carriers representing estimated +98% of the US carrier market.

• Kaleyra was recognized as one of the top chatbot solution providers by CIO Applications.

• In June, Kaleyra closed its landmark acquisition of mobile messaging solution provider mGage to create a top-5 global CPaaS platform with strong positions in the Americas, Europe and Asia-Pacific.

• In conjunction with the mGage transaction, Kaleyra completed strategic capital issuances of new securities that have been valued at $305 million, consisting of $200 million of aggregate gross principal amount of senior unsecured convertible notes due in 2026 and $105 million of gross proceeds from the issuance of Kaleyra common stock in a Private Investment in Public Equity (PIPE) transaction.

• In July, Kaleyra acquired Bandyer adding programmable video APIs and SDK’s to Kaleyra’s communication solutions suite.

Financial Outlook

Kaleyra’s outlook takes into consideration that the Company’s largest markets, Italy and India, will require a continued monitoring of the outcome of the COVID-19 pandemic. It also reflects the pure organic growth of Kaleyra and takes into consideration the mGage and Bandyer acquisitions.

As of August 9, 2021, Kaleyra is providing guidance for its third quarter and full year 2021 as follows:

• Third Quarter 2021 Guidance: Total revenue is expected to be in the range of $79.5 - $80.5 million, absent an accelerated wave of COVID-19 cases and shutdowns.

• Full Year 2021 Guidance: Total revenue is expected to be in the range of $258 – $262 million, confirming the previously communicated guidance, including the revenue from mGage since its acquisition closed on June 1, 2021.

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Quarterly Conference Call

Management will conduct an investor conference call today at 8:00 a.m. EST (5:00 a.m. PST) to discuss these results. Questions will be taken 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: 877-407-0792

International: 201-689-8263

Conference ID: 13721720

Replay of the call:

US: 844-512-2921

International: 412-317-6671

Start Date: Monday August 9, 2021, 11:00 a.m. ET

End Date: Monday August 22, 2021, 11:59 p.m. ET

About Kaleyra Inc.

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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, the anticipated benefits of the acquisitions of mGage and Bandyer by the Company, including the Company’s projected future results and market opportunities following the acquisitions of mGage and Bandyer, and the impact of the COVID-19 pandemic on 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 but not limited to: (i) risks that the mGage and Bandyer transactions disrupt current plans and operations of mGage and Bandyer, respectively and potential difficulties in mGage or Bandyer employee retention as a result of the transactiona, (ii) the price of Kaleyra’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Kaleyra, including mGage and Bandyer, operates, variations in operating performance across

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competitors, changes in laws and regulations affecting the Kaleyra’s, including mGage’s and Bandyer’s, business and changes in the combined capital structure, (iii) the ability to integrate mGage and Bandyer into Kaleyra and implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, (iv) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry, (v) the size and growth of the market in which mGage operates, (vi) the mix of services utilized by Kaleyra’s customers and such customers’ needs for these services, (vii) market acceptance of new service offerings, (viii) the ability of Kaleyra to expand what it does for existing customers as well as to add new customers, (ix) that Kaleyra will have sufficient capital to operate as anticipated, and (x) 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

To provide investors and others with additional information regarding Kaleyra’s results, the following non-GAAP financial measures, not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), are disclosed:

• Non-GAAP Adjusted Gross Profit and Non-GAAP Adjusted Gross Margin. For the periods presented, Kaleyra defines non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, adjusted to exclude, as applicable, certain expenses as presented in the table below;

• Non-GAAP Adjusted EBITDA is defined as of any date of calculation, as the consolidated pro forma earnings/(loss) 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;

• Non-GAAP Adjusted Net Income (Loss) Per Share, Basic and Diluted. For the periods presented, Kaleyra defines non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted, as GAAP net loss and GAAP net loss per share, basic and diluted, respectively, adjusted to exclude, as applicable, certain expenses presented in the table below.

Management uses the foregoing non-GAAP financial information, collectively, to evaluate its ongoing operations and for internal planning and forecasting purposes. Kaleyra’s management believes that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of results of operations, and assists in comparisons with other companies, many of which use similar non-GAAP financial information to supplement their GAAP results. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from similarly-titled non-GAAP measures used by other companies. Whenever Kaleyra uses a non-GAAP financial measure, a reconciliation is provided to the most closely applicable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

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Investor Contacts

Marc P. Griffin

ICR, Inc.

Marc.Griffin@icrinc.com

ir@kaleyra.com

646-277-1290

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KALEYRA, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

	June 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	118,625		$	32,970
Short-term investments		6,099			4,843
Trade receivables, net		77,252			43,651
Prepaid expenses		3,850			1,447
Deferred costs		371			—
Other current assets		3,668			2,134
Total current assets		209,865			85,045
Property and equipment, net		15,939			6,726
Intangible assets, net		133,525			7,574
Goodwill		96,788			16,657
Deferred tax assets		—			703
Other long-term assets		313			1,797
Total Assets	$	456,430		$	118,502
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	66,765		$	51,768
Debt for forward share purchase agreements		—			483
Notes payable due to related parties		—			7,500
Lines of credit		5,338			5,273
Current portion of bank and other borrowings		9,448			10,798
Deferred revenue		10,775			3,666
Payroll and payroll related accrued liabilities		4,124			3,292
Other current liabilities		6,647			5,988
Total current liabilities		103,097			88,768
Long-term portion of bank and other borrowings		28,611			31,974
Long-term portion of notes payable		189,238			2,700
Long-term portion of employee benefit obligation		1,952			1,886
Deferred tax liabilities		1,792			—
Other long-term liabilities		1,667			603
Total Liabilities		326,357			125,931
Stockholders’ equity (deficit):
Common stock		4			3
Additional paid-in capital		245,452			93,628
Treasury stock, at cost		(30,431	)		(30,431	)
Accumulated other comprehensive loss		(2,304	)		(2,826	)
Accumulated deficit		(82,648	)		(67,803	)
Total stockholders’ equity (deficit)		130,073			(7,429	)
Total liabilities and stockholders’ equity (deficit)	$	456,430		$	118,502

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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,
	2021			2020			2021			2020
Revenue	$	53,992		$	31,199		$	93,706		$	64,832
Cost of revenue		43,529			26,846			76,919			55,748
Gross profit		10,463			4,353			16,787			9,084
Operating expenses:
Research and development		4,282			2,346			7,150			5,156
Sales and marketing		4,660			2,989			7,519			6,732
General and administrative		12,364			6,537			22,966			14,296
Total operating expenses		21,306			11,872			37,635			26,184
Loss from operations		(10,843	)		(7,519	)		(20,848	)		(17,100	)
Other income, net		47			11			92			53
Financial expense, net		(908	)		(518	)		(1,627	)		(559	)
Foreign currency income (loss)		(191	)		(415	)		164			(247	)
Loss before income tax benefit		(11,895	)		(8,441	)		(22,219	)		(17,853	)
Income tax benefit		(7,408	)		(313	)		(7,374	)		(902	)
Net loss	$	(4,487	)	$	(8,128	)	$	(14,845	)	$	(16,951	)
Net loss per common share, basic and diluted	$	(0.13	)	$	(0.39	)	$	(0.46	)	$	(0.84	)
Weighted-average shares used in computing net loss per common share, basic and diluted		34,292,874			20,606,816			32,328,909			20,293,203

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KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Six Months Ended June 30,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(14,845	)	$	(16,951	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,460			1,269
Stock-based compensation, preference shares and others		9,270			11,133
Non-cash settlement of preference share liability		—			(2,486	)
Provision for doubtful accounts		808			44
Realized gains on marketable securities		21			—
Employee benefit obligation		122			253
Change in fair value of warrant liability		830			—
Reversal of accrued interest on forward share purchase agreement		(659	)		—
Non-cash interest expense		325			117
Deferred taxes		(6,804	)		(636	)
Change in operating assets and liabilities:
Trade receivables		(7,259	)		793
Other current assets		(2,359	)		1,938
Deferred costs		46			—
Other long-term assets		1,483			(448	)
Accounts payable		(1,882	)		(5,375	)
Other current liabilities		(2,508	)		5,059
Deferred revenue		6,920			171
Long-term liabilities		(82	)		698
Net cash used in operating activities		(13,113	)		(4,421	)
Cash Flows from Investing Activities:
Purchase of short-term investments		(1,882	)		(4,920	)
Sale of short-term investments		546			5,041
Purchase of property and equipment		(177	)		(494	)
Sale of property and equipment		—			16
Capitalized software development costs		(1,633	)		(1,371	)
Purchase of intangible assets		(3	)		(6	)
Acquisition of mGage, net of cash acquired		(195,709	)		—
Net cash used in investing activities		(198,858	)		(1,734	)
Cash Flows from Financing Activities:
Proceeds from (repayments on) line of credit, net		203			1,353
Borrowings on term loans		—			8,800
Repayments on term loans		(3,451	)		(5,741	)
Proceeds from issuance of convertible notes, net of issuance costs		188,637			—
Repayments on notes		(7,500	)		(5,478	)
Repurchase of common stock in connection with forward share purchase agreements		—			(24,218	)
Receipts (payments) related to forward share purchase agreements		17,045			(620	)
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs		99,051			32,680
Proceeds related to settlement of non-forfeited 2020 Sponsor Earnout Shares		1,244			—
Proceeds from the exercise of common stock warrants		2,872			—
Repayments on capital lease		(66	)		—
Net cash provided by financing activities		298,035			6,776
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(409	)		(370	)
Net increase in cash, cash equivalents and restricted cash		85,655			251
Cash, cash equivalents and restricted cash, beginning of period		32,970			36,997
Cash, cash equivalents and restricted cash, end of period	$	118,625		$	37,248

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KALEYRA, Inc.

Adjusted Gross Profit and Adjusted Gross Margin Reconciliation of GAAP to Non-GAAP Financial Information

For the Three and the Six Months Ended June 30, 2021 and 2020

(Unaudited, in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Adjusted Gross Profit and Adjusted Gross Margin
Consolidated Gross Profit	$	10.5		$	4.4		$	16.8		$	9.1
Consolidated Gross Profit Margin %		19.4	%		14.0	%		17.9	%		14.0	%
Amortization of acquired intangibles		0.7			0.2			0.8			0.3
Non-GAAP Gross Profit	$	11.1		$	4.5		$	17.6		$	9.4
Non-GAAP Gross Profit Margin %		20.6	%		14.5	%		18.8	%		14.5	%

KALEYRA, Inc.

Adjusted EBITDA Reconciliation of GAAP to Non-GAAP Financial Information

For the Three and the Six Months Ended June 30, 2021 and 2020

(Unaudited, in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Adjusted EBITDA
Net Loss	$	(4.5	)	$	(8.1	)	$	(14.8	)	$	(17.0	)
Other income, net		(0.0	)		(0.0	)		(0.1	)		(0.1	)
Financial expense, net		0.9			0.5			1.6			0.6
Foreign currency income (loss)		0.2			0.4			(0.2	)		0.2
Income tax benefit		(7.4	)		(0.3	)		(7.4	)		(0.9	)
Loss from operations	$	(10.8	)	$	(7.5	)	$	(20.8	)	$	(17.1	)
Depreciation and amortization		2.6			0.6			3.5			1.3
Stock-based compensation, preference shares and others		6.0			4.8			11.4			11.1
Transaction and one-off costs		4.5			1.8			7.0			4.2
Non-GAAP Adjusted EBITDA	$	2.2		$	(0.3	)	$	1.0		$	(0.5	)

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KALEYRA, Inc.

Adjusted Net Income (Loss) per share Reconciliation of GAAP to Non-GAAP Financial Information

For the Three and the Six Months Ended June 30, 2021 and 2020

(Unaudited, in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Adjusted Net Income (Loss) per share
Net Loss	$	(4.5	)	$	(8.1	)	$	(14.8	)	$	(17.0	)
Stock-based compensation, preference shares and others		6.0			4.8			11.4			11.1
Transaction and one-off costs		4.5			1.8			7.0			4.2
Amortization of acquired intangibles		1.8			0.4			2.2			0.8
Amortization of issuance costs for convertible debt		0.2			0.0			0.2			0.0
Estimated tax effects of adjustments (1)		(0.6	)		(0.3	)		(0.6	)		(0.8	)
Tax benefits related to reversal of valuation allowance on discrete tax items		(6.8	)		0.0			(6.8	)		0.0
Non-GAAP Net Income (Loss)	$	0.5		$	(1.4	)	$	(1.5	)	$	(1.7	)
Net Loss per share
Basic	$	(0.13	)	$	(0.39	)	$	(0.46	)	$	(0.84	)
Diluted	$	(0.13	)	$	(0.39	)	$	(0.46	)	$	(0.84	)
Non-GAAP Adjusted Net Income (Loss) per share
Basic	$	0.01		$	(0.07	)	$	(0.05	)	$	(0.08	)
Diluted	$	0.01		$	(0.07	)	$	(0.05	)	$	(0.08	)
Weighted Average number of Shares Outstanding (basic)		34,292,874			20,606,816			32,328,909			20,293,203
Weighted Average number of Shares Outstanding (diluted)		44,946,532			20,606,816			32,328,909			20,293,203

(1) The Non-GAAP estimated tax effects of adjustments is determined using the Effective Tax Rate (ETR) calculated for the three months period, excluding discrete tax items.

10

EX-99.2

Exhibit 99.2

The Trusted Communication Platform
Investors Presentation Aug 2021
Copyright © Kaleyra, Inc. 2021

LEGAL DISCLAIMER
INVESTOR PRESENTATION
This communication is for informational purposes only. The information contained herein does not purport to be all-inclusive and includes information that has been prepared to assist parties in making their own evaluation with respect to Kaleyra, Inc (“Kaleyra” or the “Company”). 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 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, Adjusted Gross Margin and Adjusted Earnings Per Share (EPS), i.e. financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, the consolidated 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. Adjusted Gross Margin is defined as of any date of calculation, the consolidated revenues of Kaleyra and its subsidiaries, net of the cost of goods sold calculated from the unaudited consolidated financial statements of such party and its subsidiaries, plus (i) the amortization of acquired intangible assets. Adjusted EPS is calculated by dividing adjusted net income (loss) by the weighted number of shares outstanding. Adjusted net income (loss) is net income (loss), plus: (i) transaction expenses, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) 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, (v) any provision for the write down of assets, (vi) the amortization of acquired intangible assets and (vii) the amortization of debt discount and issuance costs of convertible financial instruments. 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 these non-GAAP measures 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, 2020, filed with the “SEC” on March 16, 2021, and in Kaleyra’s Form 10-Q for the quarter ended June 30, 2021 filed with the “SEC” on August 9, 2021, and the reconciliation of Adjusted EBITDA, Adjusted Gross Margin and Adjusted EPS can be found on slide 23-25 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. 2021

Large B2C and B2B2C companies have a common challenge.
Consumers want to connect with brands on multiple channels. And, they are everywhere.
Copyright © Kaleyra, Inc. 2021 3

How do B2C companies connect with their customers wherever they are?
Options:
Build channel capabilities internally? Takes too long, costs too much, and rarely hits big.
Use a different product/platform for each Creates data silos, difficult integration and channel? vendor sprawl.
Or they can decide to use Kaleyra...
Copyright © Kaleyra, Inc. 2021 4

Kaleyra
The Trusted
Communication Platform as a Service, or The Trusted CPaaS, in short.
Copyright © Kaleyra, Inc. 2021 5

Founded in 1999 and listed on the NYSE in 2019.
KLR
LISTED
NYSE
Copyright © Kaleyra, Inc. 2021 6

Why leading enterprises choose to work with us
The Trusted CPaaS
Global Footprint with Localized Servicing Enterprise Focused High Quality, Security, and Reliability Track Record in Transactional Communications Experience With Highly-regulated Sectors
Copyright © Kaleyra, Inc. 2021 7

Mobile business communication services
Kaleyra offers a wide variety of mobile communications channels, tools, solutions, and services that developers and enterprises can access through APIs or a user-friendly web interface.
BFSI K-Lab
SOLUTIONS Messaging BFSI Plugins SERVICES Solutions Solutions
Analytics Campaign Builder Flow Builder Chatbots Verify
Conversations Contact Manager Fallback Lookup
Billing
TOOLS
Template Editor Anti-Fraud Services Mobile Payment Communicate Pro
Numbers 10DLC SC Customer Portal
Instant WebRTC Messaging RBM/RCS Voice Messaging Video/Audio
CHANNELS
SMS MMS vSMS Call Masking vCalls
Push
Email Notification
Copyright © Kaleyra, Inc. 2021 8

Kaleyra—The one stop solution for all your business communication challenges
With 9 out of 10 consumers wanting an omnichannel experience with seamless service between communication methods (Source: UC Today), it is key to any business to break silos and set-up their business communications through a unified platform.
Kaleyra provides a cloud-based platform with an intuitive interface, along with full-featured APIs, centralized reporting, fallback mechanisms, and quick set-up.
Copyright © Kaleyra, Inc. 2021 9

CPaaS: Multiple Use Cases in Many Industries
Whether it’s for OTPs, transactional alerts, promotional communications, video applications, or making phone calls to customers, almost any enterprise makes use of communication services.
We cater to businesses across many verticals including E- Commerce (OTP) Food Delivery financial services, e-commerce, retail, healthcare, travel, (Click-to-Call) education.
Financial KYC (virtual visit)
Copyright © Kaleyra, Inc. 2021 10

The Large, High-Growth CPaaS Market
CPaaS market
is expected to reach $25.9 billion in 2025
from $7.2 billion in 2020 How the adjacent markets will evolve
A2P Messaging Market(1)
Total operator revenue from A2P services will reach $54.5 billion in 2025; rising from $42.7 billion in 2020. Total number of A2P messages across all channels will surpass 4.3 trillion in 2025; rising from 2.7 trillion in 2020.
Video Conferencing Market (2)
The global video conferencing market size was $5.32 billion in 2019 and is projected to reach $10.92 billion by 2027, exhibiting a CAGR of 9.7% during the forecast period. Asia Pacific video conferencing market revenue is predicted to expand at 23%
Average Expected CAGR: +29.5% CAGR through 2026.
(1) Source: Juniper Research, A2P Messages (2020) Source: Juniper Research, CPaaS-2020-2025-Deep-Dive-Data-and-Forecasting (2) Source: Fortune Business Insights (2020)
Copyright © Kaleyra, Inc. 2021 11

Globally Recognized for Excellent Products, Customer Service, and Security
Copyright © Kaleyra, Inc. 2021 12

Our Offices Our History
USA Italy India Dominican Republic UK The Netherlands Greece Germany UAE Singapore UBIQUITY SOLUTIONS INFINI UBIQUITY
Ubiquity was founded in 1999 Solutions Infini was founded in 2009 Ubiquity & Solutions Infini merged in 2016 hok kaleyra mobile NYSE Kaleyra acquires US-based Hook Mobile in 2018 Joint entity rebranded to Kaleyra in 2018 Kaleyra listed on NYSE in 2019 mGage abandyer Kaleyra acquires mGage in 2021 Kaleyra acquires Bandyer in 2021
Copyright © Kaleyra, Inc. 2021 13

Kaleyra’s Q2 2021 at a glance
Q2 2021 data Latest news of 2021
May Kaleyra Announces Agreement with Trellance to Build Communication Solutions for Credit Unions
May Kaleyra recognized as one of the Top Chatbot Solution Providers
8.5B 1.4B by CIO Applications
June Kaleyra Closes Landmark Acquisition of Mobile Messaging Messages Voice Calls Solution Provider mGage for approximately $215 Million to Become Tier-1 Messaging Provider in US
July Kaleyra Acquires Bandyer to Expand Communication Solutions to
3,800+ 16 include Programmable Video APIs
Global Offices (APAC Customer Highlights for Fiscal Quarter Ended June 30th
Global Customers
- EU US) 75.1% of revenue came from customers which have been on the platform for at least one year
43.7% of revenue is related to the top 10 customers with a churn rate of
510+ 1,600+ zero in the last year
Revenue by country breakdown: Italy (35.5%), India (25.2%), US (20.3%), South America (4.5%) and Other European and Asian
Employees Network Operator Countries (14.5%) Worldwide Connections
No individual customer accounting for more than 10% of revenue
Over 3,800 customers
Copyright © Kaleyra, Inc. 2021 14

Top-notch Partnerships Platform Integration
Copyright © Kaleyra, Inc. 2021 15

Kaleyra’s global and diversified customer base
$54.0M of revenue in Q2 2021, i.e. +73% compared to same period last year, thereof +40% organic growth
Highly predictable revenue with 55%+ of Kaleyra’s growth in Q2 2021 coming from its existing customers
No individual customer accounting for more than 10% of revenue
About 39% of revenue generated in Europe, 25% from India, 20% from the US and 5% from South America
Q2 2021 Revenue Split Q2 2021 Geographic Mix
Copyright © Kaleyra, Inc. 2021 16
Copyright © Kaleyra, Inc. 2021

Some of our customers
OXFAM GB
Copyright © Kaleyra, Inc. 2021 17

FINANCIAL OVERVIEW (*)
(*) Financial information is including the consolidation of mGage from the date of closing of the plan of merger ( June 1, 2021) Copyright © Kaleyra, Inc. 2021 18

Q2 2021 Financial Information
Revenue by Geography Consistent double-digit increase in revenue $54.0M
Organic growth of +40% period over period +73% period over Revenue Solid customer-base revenue with zero churn rate on the top 10 period customers Over 55% of quarterly growth from existing customers 2021
Largest period over period percentage increase (+147% vs Q2 30, 20.6% 2020) as a public company vs. 14.5% prior Adj. Gross Organic growth of +81% period over period June year comparable Margin(1) Main drivers of gross margin expansion are the organic growth of period Kaleyra legacy business and the effects of the business combination with mGage
$2.2M Backs out $6.0M of stock-based compensation and $4.5M of transaction and one-off costs vs. $(0.3)M prior Adj. Adj. EBITDA is $2.2M compared to $(0.3)M of prior year, year comparable EBITDA(1) comparable period, the increase is mainly due to the organic period growth of Kaleyra legacy business and to the effects of the business combination with mGage 2020 30, $107M net current Net proceeds from the PIPE and the issuance of convertible notes Current after the payment of mGage consideration assets vs. $(4)M June assets vs. Final settlement of notes payable due to related parties net current current Significant amount of cash & equivalents and short term liabilities year end investments ($125M) in order for the Group to be focused on liabilities
2020 organic and external growth
1See definition on slide 2 and reconciliation of non-GAAP measures on slides 23 and 24 19
Copyright © Kaleyra, Inc. 2021

APPENDIX
Copyright © Kaleyra, Inc. 2021 20

Quarterly consolidated statements of operations
The following table shows the quarterly condensed consolidated statements of operations prepared in accordance with US GAAP.
($in Million, except share and per share data) Q2 FY 2021 Q2 FY 2020 PoP Change PoP % Change Revenue $54.0 $31.2 $22.8 73% Cost of revenue $43.5 $26.8 $16.7 62% Gross profit $10.5 $4.4 $6.1 140%
Research and development $4.3 $2.3 $1.9 83% Sales and marketing $4.7 $3.0 $1.7 56% General and administrative $12.4 $6.5 $5.8 89% Total operating expenses $21.3 $11.9 $9.4 79%
Loss from operations ($10.8) ($7.5) $3.3 44% Ot her expense, net ($1.1) ($0.9) $0.2 14%
Loss before income taxes ($11.9) ($8.4) $3.5 41% Income tax benefit ($7.4) ($0.3) $7.1 NM Net Loss ($4.5) ($8.1) ($3 .6) (45%)
Net Loss per common share basic and diluted ($0.13) ($0.39) ($0.26) {66%) Weighted average shares, basic and diluted 34,292,874 20,606,816
Copyright © Kaleyra, Inc. 2021 21

Balance Sheet ($m M10ion)
Accounts payable $66.8 $51.8 29%
(Unaudited) as of (Audit ed) as of Ch Debt for forward share purchase agreements $0.0 $0.5 -100%
($in Mi1/ion) YoY ange
06/30/2021 12/31/2020 Notes payable due to related parties $0.0 $7.5 -100%
Liles of a edit $5.3 $5.3 1%
Cash and cash equivalents $118.6 $33.0 26001.
Current portion of bank and other borrowings $9.4 $10.8 -13%
Short-term investments $6.1 $4.8 26%
Deferred r evenue $10.8 $3.7 194%
Trade receivables, net $77.3 $43.7 77% Payroll and payroU related accrued liablt.tles $4.1 $3.3 25% Other current liabilities $6.7 $6.0 11%
Def erred cost $0.4 $0.0 NM
TOTAL CURRENT LIABIUTIES $103.1 $88.8 16%
Prepaid expenses $3.9 $1.4 166%
Long-term portion of bank and other borrowings $28.6 $32.0 -11%
Other current assets $3.7 $2.1 72% $189.2 $2.7 NM
Long-t erm portion of notes payable
TOTAL CURRENT ASSETS $209.9 $85.0 147% Long-term portion of employee benefit obligation $2.0 $1.9 3% Deferred tax liabilities $1.8 $0.0 NM
Property and equipment, net $15.9 $6.7 137%
Other long-term babUities $1.7 $0.6 176%
Intangible assets, net $133.5 $7.6 NM
TOTAL UABILITIES $326 4 $125 9 159%
Goodwill $96.8 $16.7 481%
Common stock $0.0 $0.0 33%
Deferred tax assets $0.0 $0.7 -100%
Additional paid-in capital $245.5 $93.6 162%
Other long term assets $0.3 $1.8 83% ($30.4) ($30.4) 0%
Treasury stock
TOTAL ASSETS $456.4 $118.5 285% Accumulated other oomprehensive loss ($2.3) ($2.8) -18% Accumulated defick ($82.6) {$67.8) 22%
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) $130.1 ($7 4) NM
Note: Figures derived from US GAAP financials, except as otherwise indicated. TOTAL UABILITIES AND STOCKHOLDERS’ EQUITY $456 4 $118 5 285%
kaleyra Copyright © Kaleyra, Inc. 2021 22

Quarterly Non-GAAP 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.
Item ($ M)
Q1 FY
2020
Q2 FY
2020
Q3 FY
2020
Q4 FY Total FY
2020 2020
Q1 FYQ2 FY
2021 2021
Net Income (Loss)
Other Income,Net
Financing Expense
Currency Effects
Income Taxes
Income (Loss) from Operations
Depreciation & Amortization
GAAP EBITDA
Stock-based compensation and others
Transaction and one-off costs
Non-GAAP Adjusted EBITDA
($ 8.8) ($ 0.0) $ 0.0 ($ 0.2) ($ 0.6) ($ 9.6) $ 0.6 ($ 8.9) $ 6.3 $ 2.4 ($ 0.3) ($ 8.1) ($ 0.0) $ 0.5 $ 0.4 ($ 0.3) ($ 7.5) $ 0.6 ($ 6.9) $ 4.8 $ 1.8 ($ 0.3) ($ 5.3) ($ 0.0) $ 0.5 $ 0.5 ($ 0.3) ($ 4.6) $ 0.6 ($ 4.0) $ 5.2 $0.9 $ 2.2 ($ 4.5) ($ 0.0) $ 0.4 $ 0.6 ($ 1.1) ($ 4.7) $0.9 ($ 3.8) $ 4.0 $ 1.4 $ 1.6 ($ 26.8) ($ 0.1) $ 1.5 $ 1.4 ($ 2.3) ($ 26.4) $ 2.8 ($ 23.6) $ 20.3 $ 6.5 $ 3.2 ($ 10.4) ($ 4.5) ($ 0.0) ($ 0.0) $ 0.7 $0.9 ($ 0.4) $ 0.2 $ 0.0 ($ 7.4) ($ 10.0) ($ 10.8) $0.9 $ 2.6 ($ 9.1) ($ 8.3) $5.5 $6.0 $ 2.5 $4.5 ($ 1.1) $ 2.2
The “Transaction and one-off costs” for Q2 2021 include $3.7M incurred for mGage’s acquisition.
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. 2021 23

Quarterly Non-GAAP Adjusted Gross Margin Reconciliation
The following table shows the reconciliation of the unaudited Non-GAAP Adjusted Gross Margin as reported in the investors presentation. The unaudited figures have been derived from financials prepared in accordance with US GAAP.
Item ($ M)
Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021
GAAP Consolidated Gross Profit
GAAP Consolidated Gross Profit Margin %
$ 4.7 $ 4.4 $ 7.5 $ 7.8
14.1% 14.0% 19.6% 17.7%
$6.3
15.9%
$ 10.5
19.4%
Amortization of acquired intangibles
$ 0.2
$ 0.2
$ 0.2
$ 0.2
$ 0.2
$ 0.7
Non-GAAP Consolidated Gross Profit
Non-GAAP Consolidated Gross Profit Margin %
$ 4.9 14.5% $ 4.5 14.5% $ 7.7 20.0% $ 8.0 18.1% $ 6.5 16.3% $ 11.1 20.6%
Amortization of acquired intangible assets in Q2 2021 is mainly driven by the Purchase Price Allocation of mGage’s consideration under ASC 805.
Note: Management uses non-GAAP financial measures such as Adjusted Gross Margin 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. 2021
24

Quarterly Non-GAAP Adjusted Earnings Per Share (EPS) Reconciliation
The following table shows the reconciliation of the unaudited Non-GAAP Adjusted Gross Margin as reported in the investors presentation. The unaudited figures have been derived from financials prepared in accordance with US GAAP.
Q1 2020
Q2 2020
Q3 2020
Q4 2020
Q1 2021
Q2 2021
GAAP Net Income (Loss)
($ 8.8) ($ 8.1) ($ 5.3) ($ 4.5) ($ 10.4) ($ 4.5) $ 2.4 $6.3 $ 0.4 $ 1.8 $ 4.8 $ 0.4 $0.9 $5.2 $ 0.4 $ 1.4 $ 4.0 $ 0.4 $ 2.5 $ 5.5 $ 0.4
Transaction and one-off costs
Stock-based compensation, preference shares and others
Amortization of acquired intangibles
Amortization of issuance costs for convertible debt
Estimated tax effects of adjustments (1)
Tax benefits related to reversal of valuation allowance on discrete tax items
Total adjustments
$ 4.5 $6.0 $ 1.8 $ 0.2 ($ 0.6) ($ 6.8) $5.0 ($ 0.6) ($ 0.3) ($ 0.3) ($ 1.1) $ 0.0 $ 8.5 $6.7 $ 6.2 $ 4.7 $ 8.4
Non-GAAP Net income (Loss)
($ 0.3) ($ 1.4) $0.9 $ 0.1 ($ 2.0) $ 0.5
GAAP Net loss per share
Earnings (Loss) per share (basic)
Earnings (Loss) per share (diluted)
(0.44) (0.44) (0.39) (0.39) (0.19) (0.19) (0.15) (0.15) (0.34) (0.34) (0.13) (0.13)
Non-GAAP net loss per share
Non-GAAP earnings (loss) per share (basic)
Non-GAAP earnings (loss) per share (diluted)
(0.01) (0.01) (0.07) (0.07) 0.03 0.02 0.00 0.00 (0.07) (0.07) 0.01 0.01
(1) The Non-GAAP estimated tax effects of adjustments is determined by using the Effective Tax Rate (ETR) calculated for the three-months period, excluding discrete tax items.
Note: Management uses non-GAAP financial measures such as Adjusted EPS 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. 2021 25

Shares Count of Kaleyra Common Stock
KLR (NYSE American) shares of Common Stock as of June 30, 2021:
- issued and outstanding: 41,307,336
Note:
Shares beneficially owned by management (other than Directors Board members, Officers and Officers) are included in the Implied Retail Float (and Affiliates)
At June 30, 2021
BOD members, Officers (and Affiliates)
Implied Retail Float
31.1%
Implied Retail Float 68.9%
Copyright © Kaleyra, Inc. 2021 26

Thank You
For further details, scan this QR code:
investors@kaleyra.com
Copyright © Kaleyra, Inc. 2021

XML

Document and Entity Information	Aug. 04, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 04, 2021
Entity Registrant Name	KALEYRA, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38320
Entity Tax Identification Number	82-3027430
Entity Address, Address Line One	Via Marco D’Aviano, 2
Entity Address, City or Town	Milano MI
Entity Address, Country	IT
Entity Address, Postal Zip Code	20131
Country Region	39
City Area Code	02
Local Phone Number	288 5841
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001719489
Common Stock [Member]
Document Information [Line Items]
Title of Each Class	Common Stock, par value $0.0001 per share
Trading Symbol	KLR
Name of Each Exchange on Which Registered	NYSEAMER
Warrant [Member]
Document Information [Line Items]
Title of Each Class	Warrants, at an exercise price of $11.50 per share of Common Stock
Trading Symbol	KLR WS
Name of Each Exchange on Which Registered	NYSEAMER