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): November 3, 2021

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38320	82-3027430
(State or other jurisdiction of incorporation)	(Commission File Number)	(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	New York Stock Exchange
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 November 9, 2021, Kaleyra, Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2021. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K 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; Certain Compensatory Arrangements of Certain Officers.

(c) Appointment of Named Executive Officers

On November 3, 2021, the board of directors (the “Board”) of the Company appointed Mauro Carobene as the Company’s Chief Business Officer, Nicola Junior Vitto as the Company’s Chief Product Officer, and Geoffrey Grauer as the Company’s Senior Vice President of Operations and Customer Success, each effective as of November 3, 2021. The terms of each executive’s employment agreement are more fully described in Item 5.02(e) below. Messrs. Carobene, Vitto and Grauer will be named executive officers in the Company’s future proxy statements and Section 16 reporting persons.

Mauro Carobene. Mr. Carobene joined the Company as its Chief Business Officer in October 2021. He has served as a member of the board of advisors of Avenseus Holdings Pte Ltd. since July 2021 and a member of the board of directors of Signal Partners Oy since November 2020. Mr. Carobene co-founded Squisini in April 2015 and continued there as a co-founder until June 2018. In August 2018, he joined Digital Route AB as Chief Commercial Officer and served in that capacity until April 2019 when he became Chief Revenue Officer of that company. He continued as Chief Revenue Officer of Digital Route AB until joining the Company in October 2021. From April 2011 to February 2018, he served Comptel Corporation in a multitude of capacities, including Chief Commercial Officer, Senior Vice President EMEA region, Chief Market Operations Officer, and Senior Vice President of West Europe and Northern America, until Comptel Corporation was acquired by Nokia. Prior to his time at Comptel Corporation, he worked at Nokia from 2004 through April 2011 in a variety of roles, including OSS solutions manager, sales manager, Head of Sales for Vodafone Business Team, OSS/BSS sales director, Head of OSS Integration practice, and Head of OSS Solution Management and Integration. Mr. Carobene holds a Masters degree in Electrical and Electronics Engineering from Politecnico di Milano.

Nicola Junior Vitto. Mr. Vitto joined the Company as its Chief Product Officer in January 2020. Before joining the Company, he filled several positions at ShopFully International Group (shopfully.com). He was a Business Line Director from February 2019 to January 2020 while serving as the Chief Technology Officer from March 2017 to January 2020, and was the Head of Product from July 2016 to April 2018. From October 2010 through September 2018, Mr. Vitto served as a co-founder and Chief Technology Officer at Blomming. He also was the Vice President of Marketing at Ubiquity (the former name of Kaleyra S.p.A.) from December 2014 to July 2016. Mr. Vitto previously worked as an employee and consultant in Tech & Product Management roles for companies such as Yoox Net-A-Porter group (ynap.com) and Venere.com (a subsidiary of Expedia). Mr. Vitto is an official Italian AIS Sommelier, and co-founded an inn (Antica Locanda La Canonica) in the Italian mountains from April 2008 to December 2011. Mr. Vitto holds a Bachelor of Science in Computer Science Engineering from the Alma Mater Studiorum - Università di Bologna (Italy).

Geoffrey Grauer. Mr. Grauer joined the Company as the Senior Vice President of Operations and Customer Success in June 2021. Before joining the Company, Mr. Grauer was the Vice President of Security and Technical Operations of mGage (which was acquired by the Company in June 2021) from January 2015 to June 2021. From February 2014 through January 2015, he served as the Chief Product Officer and Chief Technology Officer of Crossboard Mobile. In April 2008, he co-founded Pontiflex and served as its Chief Information Officer and Chief Operating Officer until December 2012 when he became the Chief Executive Officer. He continued as Chief Executive Officer of Pontiflex until it was acquired in April 2014. Prior to co-founding Pontiflex, Mr. Grauer was a senior engineer and manager at Amazon, from November 2004 to April 2008, a Senior Security Consultant at Aozora Bank in Tokyo, from April 2006 to July 2006, and the Lead Unix Engineer at HSBC Bank from September 2001 to September 2004. Mr. Grauer has a Computer Science degree from Florida State University.

(e) Compensatory Arrangements

Employment Agreement with Mauro Carobene

On October 1, 2021, Mr. Carobene and Kaleyra S.p.A., the Company’s Italian subsidiary (“Kaleyra S.p.A.”), entered into an employment agreement, in connection with his appointment as Chief Business Officer.

Under the employment agreement, Mr. Carobene will be paid an annual based salary of EUR 240,000 (approximately $277,000), subject to adjustment, and will be eligible to receive variable compensation in the form of a discretionary annual performance and target bonus, with an incentive target amount of 50% of his then-applicable annual base salary, which is subject to the achievement of certain individual performance targets and company results, which will be payable in cash, shares or other form as determined by Kaleyra S.p.A.

The employment agreement can be terminated by either party at any time during the six-month probationary period and thereafter in accordance with the notice periods applicable by law. Any severance payment is payable in accordance with Article 8(8) of Legislative Decree no. 252 of December 5, 2005.

The foregoing summary of the terms and conditions of Mr. Carobene’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the employment agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additionally, on November 3, 2021 the Board granted to Mr. Carobene 113,506 restricted stock units (“RSUs”), which subject to Mr. Carobene’s continued service to the Company will vest as follows: 25% of the RSUs will vest on November 1, 2022 and the remaining 75% will vest in twelve quarterly installments thereafter, beginning on February 1, 2023 and ending on November 1, 2025.

Employment Agreement with Nicola Junior Vitto

On January 14, 2020, Kaleyra SpA and Mr. Vitto entered into an employment agreement in connection with his appointment as Chief Product Officer, effective as of January 16, 2020.

The employment agreement provides that Mr. Vitto will be paid an annual base salary of EUR 180,000 (approximately $208,000), payable in 14 instalments and will be eligible to receive a discretionary annual performance and target bonus, with an incentive target amount of 50% of his then-applicable annual gross salary, to be based on the achievement of certain individual targets, as agreed with his manager, and certain company targets.

In connection with the entry into his employment agreement, Mr. Vitto also received a signing bonus in the amount of EUR 60,000 (approximately $69,000), payable in two instalments at the end of the first and third month of employment.

The employment agreement can be terminated in accordance with the notice periods applicable by law. Any severance payment is payable in accordance with Article 8(8) of Legislative Decree no. 252 of December 5, 2005.

The foregoing summary of the terms and conditions of Mr. Vitto’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the employment agreement, which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Employment Agreement with Geoff Grauer

On June 10, 2020, mGgage, LLC, an affiliate of the Company (“mGage”), and Mr. Grauer entered into an offer letter with a summary employment term sheet in connection with his appointment as Vice President, Operations & Security.

The offer letter terms provide that Mr. Grauer will be paid an annual base salary of $250,000 and be eligible to receive an annual target bonus, with an incentive target amount of 20% of his then-applicable annual base salary, to be based on the achievement of operating targets, payable at the direction of the then Chief Executive Officer and Chairman of mGage upon his determination in his sole discretion.

The offer letter terms provide for at will employment and the employment relationship may be terminated by either Mr. Grauer or mGage at any time. If Mr. Grauer’s employment is terminated by mGage without cause, Mr. Grauer will be entitled to receive the following severance benefits: (A) a lump sum cash payment equal to the aggregate amount of six-months of his then-current base salary, (B) a lump sum payment equal to the company-paid COBRA premium rate for continued coverage for him and his dependents, and (C) the prorated amount of his target bonus, if any. Payment of any severance is subject to Mr. Grauer’s signing a release of claims.

The foregoing summary of the terms and conditions of Mr. Grauer’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the offer letter and summary employment terms, which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit Number
10.1†**	Employment Agreement, dated October 1, 2021, by and between mGage LLC and Mauro Carobene
10.2†**	Employment Agreement, dated January 14, 2020, by and between mGage LLC and Nicola Junior Vitto
10.3†**	Employment Agreement, dated June 10, 2020, by and between mGage LLC and Geoffrey Grauer
99.1	Press Release dated November 9, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Indicates a management contract or compensatory plan.

** Certain portions of this Exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K.

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: November 9, 2021

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

EX-10.1

Exhibit 10.1

Mr.

Carobene Mauro Nicola

[****]

[****]

Milan, 06/08/2021

Further to our verbal agreements, and in accordance with Legislative Decree no. 152 of 26 May 1997, we confirm your employment with our Company and inform you of the terms and conditions that regulate your employment relationship with us:

1. Employer

For all contractual purposes, the employer is KALEYRA SPA with registered office in Via Marco D’Aviano 2, 20131 Milan (MI), tax code 12716960153.

2. Worker

[****]	[****]
[****]	[****]
[****]	[****]
[****]
[****]

3. Place of employment

Your place of work pursuant to your employment contract will be at our head office in Via Marco D’Aviano 2, 20131 Milan (MI), which will be where your job duties are to be carried out. This shall be deemed to be the place of work for the purposes of the rules on business trips and transfers.

Your work activities may also be carried out at locations that are different from the place of recruitment, if company needs so demand, according to the terms and procedures envisaged by applicable rules and by the National Collective Labour Agreement (CCNL), and you hereby declare your availability for this purpose.

3.1 Urgent measures to prevent the spread of COVID-19

You will carry out your work activities under a remote smart working arrangement, in the context of combating and containing the spread of the COVID-19 virus - pursuant to Article 1(2) letter ff), of Decree Law No. 19 of 25 March 2020, converted with amendments by Conversion Law No. 35 of 22 May 2020 - until the state of emergency ends and it becomes possible to amend this arrangement in either direction, based on the epidemiological trends.

4. Commencement and term of the employment relationship

The employment relationship will commence on 1 October 2021 and will be for an indefinite period.

5. Probationary period

The probationary period will be for 6 months, during which time either party will be entitled to terminate the relationship at any time without the obligation to give notice or pay compensation.

Kaleyra SpA Sole Shareholder, Via Marco D’Aviano, 2, 20131 - Milan (MI), Italy

Fiscal Code: 12716960153 | VAT: 12716960153 Aut. Sh. Capital: 117,408 € - Paid-up Sh. Capital: € 110,593

Subject to the management and coordination of Kaleyra Inc, 8605 Westwood Center Drive, Suite 505, 22182 - Vienna, VA, USA

6. Work category and job duties

You will be categorised as a Manager under the single classification of the National Collective Labour Agreement (CCNL) applicable to managers of commercial companies: distribution and services, with the job description of Senior Vice President, Chief Business Officer.

7. Remunerations terms and conditions

As payment for your services, you will be paid a gross annual salary of Euro 240,000.00 [two hundred and forty thousand/00] including an allowance over minimum pay (absorbed by pay grade increases) that represents unilateral increases paid in advance, including future increases under applicable laws, under the National Collective Labour Agreement and under supplementary company agreements, and we will be entitled to absorb the increases up to the relevant amount.

With your consent, this provision may be subject to specific agreement for a possible future reduction.

You will also be granted an annual variable component that the Company may, at its absolute discretion, vary, defer and cancel in certain circumstances or conditions that it deems appropriate. The variable component may be paid in cash, shares or in any other form and shall not exceed 50%, based on company results and on your individual performance. A percentage figure of 50% will be applied to the entire value of your gross annual remuneration.

If a bonus is paid in one year, the Company is under no obligation to pay the bonus in subsequent years. If on or before the date on which the bonus is due to be paid, the employment relationship is terminated or either party has given notice of termination of employment, you will not be entitled to receive any variable component (whether in cash, shares or any other form). The variable part, thus determined, shall include any incidence on legal and contractual mechanisms of any kind such as e.g. holiday leave, time off, the accrued “13th and 14th month” year-end bonus and severance pay.

8. Holiday leave

Holiday leave due to you on an annual basis is determined in accordance with the current National Collective Labour Agreement (CCNL).

9. Type of employment relationship and working hours

In view of your particular position, duties and responsibilities within the company organisation, your work performance is not quantifiable though it tends to be connected in general, albeit with wide discretion, to the working hours of the operational unit to which you are assigned.

10. Prior notice

If the employment relationship is terminated, the prior notice provisions of the applicable National Collective Labour Agreement for managers of commercial companies: distribution and services shall be applicable.

11. Disciplinary Sanctions

You undertake to comply with company rules, and also with internal provisions and practices adopted in the Company. You will be deemed to know and accept company practices if you have raised no objections in writing by the end of the probationary period.

Kaleyra SpA Sole Shareholder, Via Marco D’Aviano, 2, 20131 - Milan (MI), Italy

Fiscal Code: 12716960153 | VAT: 12716960153 Aut. Sh. Capital: 117,408 € - Paid-up Sh. Capital: € 110,593

Subject to the management and coordination of Kaleyra Inc, 8605 Westwood Center Drive, Suite 505, 22182 - Vienna, VA, USA

12. Notice on the use of work tools

Please note that, pursuant to Article 4 of Law No. 300 of 20 May 1970, the tools you utilise to perform your job duties, and those utilised to record your work access and attendance, may be freely used by the Company for any purpose associated with your work activities. Therefore, any use for private and/or personal purposes is excluded.

13. Good faith and confidentiality obligations

You undertake:

a) to keep strictly confidential in relation to any person, both during and after the termination of the employment relationship with our Company, any data or information that you acquire/receive in the course of your job duties, including regulations, work standards, studies, research, accounting data, technical data, commercial data and economic and financial data; not to take copies or make summaries of such information or of other documents pertaining to our Company and not to use these items for your personal benefit or that of third parties and not or allow others to use them, otherwise you agree to fully compensate us for any loss that we incur, without prejudice to your liability in any future criminal proceedings;

b) not to attempt to influence favourably the purchase of our products or services nor to obtain special favours, by means of payments, financial or other gifts or other benefits to customers, public employees, political parties, etc;

c) not to accept, on any basis, payments, loans, compensation, gifts, services, trips or other benefits from our suppliers, customers, commercial persons and/or organisations that are engaged or seek to engage in business dealings with our Company;

d) to comply with company rules and provisions and to ensure strict compliance with the laws, provisions and regulations of public authorities, particularly in relation to the provisions of Legislative Decree 231/2001 on the administrative liability of entities.

14. Supplementary pension scheme and severance pay

For the purposes of allocating severance pay, we enclose an information note pursuant to Article 8(8) of Legislative Decree no. 252 of 5 December 2005 with the relevant forms (severance pay designation form to be compiled and signed by the deadlines provided therein).

15. Final clause and reference to applicable legislative and contractual provisions

For all matters not expressly regulated in this contract, the employment relationship will be governed by the laws in force.

Please return a copy of this letter (five pages) to us, duly signed, for full acceptance of the conditions set out therein, and as confirmation that you have read the information therein and have received a copy hereof on this day.

With our best wishes.
	Kaleyra S.p.A.
	Mr. Dario Leopoldo Calogero
	Managing Director
Signed for acceptance
Mauro Nicola Carobene

Kaleyra SpA Sole Shareholder, Via Marco D’Aviano, 2, 20131 - Milan (MI), Italy

Fiscal Code: 12716960153 | VAT: 12716960153 Aut. Sh. Capital: 117,408 € - Paid-up Sh. Capital: € 110,593

Subject to the management and coordination of Kaleyra Inc, 8605 Westwood Center Drive, Suite 505, 22182 - Vienna, VA, USA

For acknowledgement and acceptance, in accordance with Article 1341(2) of the Italian Civil Code, you declare that you accept and specifically approve the following articles:

3. Place of employment; 4. Commencement and term of the employment relationship; 5. Probationary period; 7. Remunerations terms and conditions (particularly the supplement to minimum pay); 9. Type of relationship and working hours; 11. Disciplinary Sanctions; 12. Notice on the use of work tools; 13. Good faith and confidentiality obligations; 15. Final clause and reference to applicable legislative and contractual provisions.

For acknowledgement and acceptance

Mauro Nicola Carobene

Privacy Policy

Legislative Decree no. 196 of 30 June 2003; EU Regulation no. 679/2016

Pursuant to current domestic and EU legislation, the employer, as the “controller” of personal data processing, is obliged to provide certain information concerning the use of the data you provide when entering into the employment relationship.

This privacy notice thus concerns the processing of personal data that you have already provided or may be asked to provide for the purposes of managing the employment relationship.

Please be informed that current rules provide for the protection of natural and legal persons with regard to the processing of personal data, permitting the processing of data that are required in order to fulfil legal or contractual obligations arising from the employment relationship and essential for that purpose.

The processing of your personal data, subject to the aforementioned limits, will honour the principles of correctness, lawfulness, transparency and protection of your privacy, confidentiality and rights.

The legislation provides special rules for the processing of the following categories of data: “identification data”: personal data that enable the data subject to be directly identified“sensitive data”: personal data revealing racial or ethnic origin, religious, philosophical or other beliefs, political opinions, membership of parties, trade unions or religious, philosophical, political or trade union associations or organisations, and revealing health-related data and sex life or sexual orientation; “judicial data”: personal data disclosing the judicial rulings and other provisions indicated in Article 3(1) of Presidential Decree no. 313 of 14 November 2002, involving the registration (with the Criminal Records Office) of administrative sanctions based on criminal offences and of associated proceedings pending or of one’s status as defendant or investigated pursuant to Articles 60 and 61 of the Code of Criminal Procedure.

The data which you provide will be processed in order to manage the employment relationship and will be retained for 10 years, or for such time required in order to fulfil the relevant legal or regulatory obligations, also in relation to the administrative and tax authorities.

The data processing will be carried out as provided for by internal Rules. These Rules provide that the information collected must be kept in closed cabinets, and any electronically stored data shall be accessible only by the Data Controller and Data Processor from their own computer terminals, where the data should also be stored, using personal passwords and other data encryption systems;

Kaleyra SpA Sole Shareholder, Via Marco D’Aviano, 2, 20131 - Milan (MI), Italy

Fiscal Code: 12716960153 | VAT: 12716960153 Aut. Sh. Capital: 117,408 € - Paid-up Sh. Capital: € 110,593

Subject to the management and coordination of Kaleyra Inc, 8605 Westwood Center Drive, Suite 505, 22182 - Vienna, VA, USA

The provision of data is mandatory and essential in order to properly manage the employment relationship, and a refusal to provide such data could make it difficult to properly implement the activities associated with such compliance obligations. Personal data will not be communicated to other parties unless said parties - duly appointed by the undersigned Data Controller - need to access such data in order to fulfil obligations related to the management of the employment relationship, nor will personal data be disseminated save insofar as strictly necessary in order to manage the said relationship.

We also wish to inform you that the data processing may also involve personal data categorised as “sensitive” data, insofar as strictly necessary in order to manage the employment relationship. Data processing operations will be carried out subject to and as indicated by the General Authorisations of the Italian Data Protection Authority, which are periodically updated, and subject to EU rules in force.

Personal data will not be disclosed to other parties nor will they be disseminated, save insofar as strictly necessary in order to manage the employment relationship and within the limits thereof.

The Data Controller and Data Supervisor for personal data processed is Kaleyra S.p.A. represented by its legal representative pro tempore.

Kaleyra has appointed Mr. Marco Maglio as Data Protection Officer, who may be reached at the following email address: dpo@kaleyra.com

Annexes:

• Severance pay information;

• Severance pay designation form;

• Additional severance pay allowances form;

• Communication of supplementary severance pay and grant of additional deduction for income from employment and equivalent income—Decree Law 3/2020;

• Tax deductions form;

• Form for self-certification in lieu of affidavit.

Kaleyra SpA Sole Shareholder, Via Marco D’Aviano, 2, 20131 - Milan (MI), Italy

Fiscal Code: 12716960153 | VAT: 12716960153 Aut. Sh. Capital: 117,408 € - Paid-up Sh. Capital: € 110,593

Subject to the management and coordination of Kaleyra Inc, 8605 Westwood Center Drive, Suite 505, 22182 - Vienna, VA, USA

EX-10.2

Exhibit 10.2

Mr.

Nicola Junior Vitto

Milan, 18/12/2019

Further to our verbal agreements, and in accordance with Legislative Decree no. 152 of 26 May 1997, we confirm your employment with our Company and inform you of the terms and conditions that regulate your employment relationship with us:

1. Employer

For all contractual purposes, the employer is KALEYRA SPA with registered office in Via Marco D’Aviano 2, 20131 Milan (MI), tax code 12716960153 (hereinafter also “Kaleyra”).

2. Worker

[****]
[****]	[****]
[****]	[****]
[****]
[****]

3. Place of employment

Your place of work pursuant to your employment contract will be at our head office in Via Marco D’Aviano 2, 20131 Milan (MI), which will be where your job duties are to be carried out. This shall be deemed to be the place of work for the purposes of the rules on business trips and transfers.

Your work activities may also be carried out at locations that are different from the place of recruitment, if company needs so demand, according to the terms and procedures envisaged by applicable rules and by the National Collective Labour Agreement (CCNL), and you hereby declare your availability for this purpose.

4. Commencement and term of the employment relationship

The employment relationship will commence on 16 January 2020 (“Start Date”) and will be for an indefinite period.

5. Probationary period

It is agreed that no probationary period will apply.

www.kaleyra.com	1/6
[Kaleyra’s headed paper]	[signed]

6. Work category and job duties

You will be categorised as a Manager under the single classification of the National Collective Labour Agreement (CCNL) applicable to managers of commercial companies: distribution and services, with the job description of Chief Business Officer. You acknowledge that you could be assigned job duties that are different from those currently performed, but at the same level and official work category pursuant to Article 2103 of the Italian Civil Code.

7. Remunerations terms and conditions

As consideration for your services, you will be paid a gross annual remuneration of 180,000.00 euros (including the supplement to minimum pay) in 14 monthly instalments, plus a variable component equal to 50% of your gross annual remuneration linked to the achievement of individual targets - agreed with your manager - as well as company targets. If on or before the date on which the bonus is due to be paid, the employment relationship is terminated or either party has given notice of termination of employment, you will not be entitled to receive any bonus.

You will also be paid a 60,000.00 euro incentive as “Entry Bonus”. This sum will be paid in two instalments at the end of the first and third month of work. The Entry Bonus is paid on a one-off basis and, as such, it is separate from the overall remuneration for your services. As such, it is subject to the condition of termination of employment with Kaleyra in the event of voluntary resignation or dismissal for cause, before the eighteenth month from the Start Date.

The supplement to minimum pay and any subsequent salary increase that our Company may grant you, represent a unilateral advance payment of increases, including future increases, deriving from laws, the National Collective Labour Agreement and supplementary company agreements, with our right to proceed with their absorption up to the same amount. With your consent, this provision may be subject to specific agreement for a possible future reduction.

If Kaleyra establishes a new employee incentive plan by granting shares in the company (“RSU” or “Restricted Stock Units”), the right to participate in the said plan shall be reserved for you in accordance with the regulations governing its operation.

Your gross annual remuneration will be revalued by at least 20% in the next two tax years compared to the previous year.

8. Holiday leave

Holiday leave due to you on an annual basis is determined in accordance with the current National Collective Labour Agreement (CCNL).

9. Type of employment relationship and working hours

In view of your particular position, duties and responsibilities within the company organisation, your work performance is not quantifiable though it tends to be connected in general, albeit with wide discretion, to the working hours of the operational unit to which you are assigned.

www.kaleyra.com	2/6
[Kaleyra’s headed paper]	[signed]

10. Prior notice

If the employment relationship is terminated, the prior notice provisions of the applicable National Collective Labour Agreement for managers of commercial companies: distribution and services shall be applicable.

11. Disciplinary Sanctions

In relation to the disciplinary sanctions associated with the rules of conduct indicated in the aforementioned National Collective Labour Agreement (CCNL), the worker and the employer agree to specifically and exclusively reference the provisions of Legislative Decree no. 23 of 4 March 2015 on the subject of disciplinary dismissal, which regulate the so-called “progressive-protection” employment contract.

Please find enclosed an abstract of the current National Collective Labour Agreement with the corresponding rules of conduct.

You also undertake to comply with the company regulation, and also with internal provisions and practices adopted in the Company. You will be deemed to know and accept company practices if you have raised no objections in writing by the end of the probationary period.

12. Notice on the use of work tools

Please note that, pursuant to Article 4 of Law No. 300 of 20 May 1970, the tools you utilise to perform your job duties, and those utilised to record your work access and attendance, may be freely used by the Company for any purpose associated with your work activities. Therefore, any use for private and/or personal purposes is excluded.

13. Good faith and confidentiality obligations

You undertake:

a) to keep strictly confidential in relation to any person, both during and after the termination of the employment relationship with our Company, any data or information that you acquire/receive in the course of your job duties, including regulations, work standards, studies, research, accounting data, technical data, commercial data and economic and financial data; not to take copies or make summaries of such information or of other documents pertaining to our Company and not to use these items for your personal benefit or that of third parties and not or allow others to use them, otherwise you agree to fully compensate us for any loss that we incur, without prejudice to your liability in any future criminal proceedings;

b) not to attempt to favour or to favourably influence the purchase of our products or services nor to obtain special favours, by means of payments, monetary or other donations or gifts or other benefits to customers, public employees, political parties, etc;

c) not to accept, on any basis, payments, loans, compensation, gifts, services, trips or other benefits from our suppliers, customers, commercial persons and/or organisations that are engaged or seek to engage in business dealings with our Company;

d) to comply with company rules and provisions and to ensure strict compliance with the laws, provisions and regulations of public authorities, particularly in relation to the provisions of Legislative Decree 231/2001 on the administrative liability of entities.

www.kaleyra.com	3/6
[Kaleyra’s headed paper]	[signed]

14. Supplementary pension scheme and severance pay

For the purposes of allocating severance pay, we enclose an information note pursuant to Article 8(8) of Legislative Decree no. 252 of 5 December 2005 with the relevant forms (severance pay designation form to be compiled and signed by the deadlines provided therein).

15. Final clause and reference to applicable legislative and contractual provisions

For all matters not specifically referenced in this contract, the employment relationship shall be governed by applicable rules of law, including Legislative Decree no. 23 of 4 March 2015, and, subordinately, by the provisions of the National Collective Labour Agreement (CCNL) applied.

Please return a copy of this letter (six pages) to us, duly signed, for full acceptance of the conditions set out therein, and as confirmation that you have read the information therein and have received a copy hereof on this day.

16. Annexes

1. Summary of regulatory rules of the National Collective Labour Agreement (CCNL);

2. Severance pay information;

3. Severance pay designation form;

4. Additional severance pay allowances form;

5. Credit statement under Art. 13(1 bis), TUIR;

6. Tax deductions form;

7. Form for self-certification in lieu of affidavit.

With our best wishes.	Signed by:
	CALOGERO DARIO LEOPOLDO OME
	Reason:
	Approval
Signed for acceptance
Nicola Junior Vitto	Date: 14/01/2020 12:10:09
[signed]

www.kaleyra.com	4/6
[Kaleyra’s headed paper]	[signed]

For acknowledgement and acceptance, in accordance with Article 1341(2) of the Italian Civil Code, you declare that you accept and specifically approve the following articles:

3. Place of employment; 4. Commencement and term of the employment relationship; 5. Probationary period; 6. Work category and job duties (particularly assignment to different and/or lower job duties; 7. Remunerations terms and conditions (particularly the supplement to minimum pay); 9. Type of relationship and working hours; 11. Disciplinary Sanctions; 12. Notice on the use of work tools; 13. Good faith and confidentiality obligations; 15. Final clause and reference to applicable legislative and contractual provisions.

Nicola Junior Vitto

[signed]

Privacy Policy

Legislative Decree no. 196 of 30 June 2003; EU Regulation no. 679/2016

Pursuant to current domestic and EU legislation, the employer, as the “controller” of personal data processing, is obliged to provide certain information concerning the use of the data you provide when entering into the employment relationship.

This privacy notice thus concerns the processing of personal data that you have already provided or may be asked to provide for the purposes of managing the employment relationship. Please be informed that current rules provide for the protection of natural and legal persons with regard to the processing of personal data, permitting the processing of data that are required in order to fulfil legal or contractual obligations arising from the employment relationship and essential for that purpose.

The processing of your personal data, subject to the aforementioned limits, will honour the principles of correctness, lawfulness, transparency and protection of your privacy, confidentiality and rights.

The legislation provides special rules for the processing of the following categories of data: “identification data”: personal data that enable the data subject to be directly identified “sensitive data”: personal data revealing racial or ethnic origin, religious, philosophical or other beliefs, political opinions, membership of parties, trade unions or religious, philosophical, political or trade union associations or organisations, and revealing health-related data and sex life or sexual orientation;    “judicial data”: personal data disclosing the judicial rulings and other provisions indicated in Article 3(1) of Presidential Decree no. 313 of 14 November 2002, involving the registration (with the Criminal Records Office) of administrative sanctions based on criminal offences and of associated proceedings pending or of one’s status as defendant or investigated pursuant to Articles 60 and 61 of the Code of Criminal Procedure.

The data which you provide will be processed in order to manage the employment relationship and will be retained for 10 years, or for such time required in order to fulfil the relevant legal or regulatory obligations, also in relation to the administrative and tax authorities.

www.kaleyra.com	5/6
[Kaleyra’s headed paper]	[signed]

The data processing will be carried out as provided for by internal Rules. These Rules provide that the information collected must be kept in closed cabinets, and any electronically stored data shall be accessible only by the Data Controller and Data Processor from their own computer terminals, where the data should also be stored, using personal passwords and other data encryption systems.

The provision of data is mandatory and essential in order to properly manage the employment relationship, and a refusal to provide such data could make it difficult to properly implement the activities associated with such compliance obligations. Personal data will not be communicated to other parties unless said parties - duly appointed by the undersigned Data Controller - need to access such data in order to fulfil obligations related to the management of the employment relationship, nor will personal data be disseminated save insofar as strictly necessary in order to manage the said relationship.

We also wish to inform you that the data processing may also involve personal data categorised as “sensitive” data, insofar as strictly necessary in order to manage the employment relationship. Data processing operations will be carried out subject to and as indicated by the General Authorisations of the Italian Data Protection Authority, which are periodically updated, and subject to EU rules in force.

Personal data will not be disclosed to other parties nor will they be disseminated, save insofar as strictly necessary in order to manage the employment relationship and within the limits thereof.

The Data Controller and Data Supervisor for personal data processed is Kaleyra S.p.A. represented by its legal representative pro tempore.

Kaleyra has appointed Mr. Marco Maglio as Data Protection Officer, who may be reached at the following email address: dpo@kaleyra.com

[signed]

www.kaleyra.com	6/6
[Kaleyra’s headed paper]	[signed]

EX-10.3

Exhibit 10.3

Summary Employment Term Sheet

Employee Name:	Geoff Grauer (“Employee”)
Employer:	mGage, LLC or any subsidiary, affiliate or successor that may employ Employee from time to time (the “Company”)
Location:	Virtual – [****]
Position/Title:	Vice President, Operations & Security
Effective Date:	June 10, 2020
Reports To:	Jim Barnes, Global CTO
Term:	Employment with the Company is not subject to any contract and is, therefore, considered to be “at will.” Employee or the Company may terminate employment at any time, with or without cause.
Base Salary:	$9,615.38 paid bi-weekly (equivalent to $250,000 on an annualized basis)
Target Bonus:	Employee’s target bonus is 20% of the annual base salary, prorated from the Employee’s effective date. The bonus will be paid at the direction of the Company CEO and Chairman, upon his/her determination, in his/her sole discretion, of the extent to which the Company’s calendar year operating targets have been met. The amount of the bonus, if any, will be paid in a lump sum, on a date determined by the Company, in the calendar year immediately following the calendar year to which the bonus relates.
Employee Benefits:	Employee is entitled to continue to participate in all employee benefit plans and programs based on his state of residence at a level commensurate with Employee’s title and salary band. Such plans and programs may include medical, dental and vision insurance, short and long-term disability insurance, life insurance and a Defined Contribution (401(k)) Plan, all subject to standard Employee contributions.
Paid Time Off:	Employee will not accrue any paid time off (PTO); rather, Employee will participate in the Company’s time off program covering Company employees of Employee’s title.
Confidentiality, Non-Competition, and Non-Solicitation:	Employee will continue to be bound by the Agreement dated December 30, 2014 that establishes Employee’s confidentiality, non-competition and non-solicitation obligations with respect to the Company.

Confidential Employee Initials:

Severance Benefits:	If the Company terminates Employee’s employment without “cause” (as defined below), the severance payments and benefits, if any, will be paid as follows, provided the employee has executed and delivered a general waiver and release of claims agreement in the Company’s customary form (a “Release”), and such Release is no longer subject to revocation, if applicable, within 60 days following of the employee’s separation from service with the Company:
	(i) The aggregate amount of continued base salary for 6 months will be paid in a lump sum payable following the effective date of the Release; provided that to the extent the payment of such amount constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment shall be made on the 60th day following the employee’s separation from service with the Company;
	(ii) the employee will be paid, following the effective date of the Release, an amount in a lump sum equal to: (i) the monthly COBRA premium rate for continued coverage for Employee and his/her eligible dependents under all Company group health benefit plans in which Employee and dependents were entitled to immediately prior to the effective date of the termination, multiplied by (ii) 6 months; provided that to the extent the payment of such amount constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment shall be made on the 60th day following the employee’s separation from service with the Company; and
	(iii) The prorated amount of the employee’s bonus, if any, (such amount to be determined by the CEO and Chairman in his/her discretion) will constitute a separate payment and will be paid in a lump sum in the calendar year following the year in which the employee’s separation from service with the Company occurs, and in no event later than April 30th of such year.
	The Company will have “cause” to terminate Employee’s employment upon:
	(i) Employee’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

Confidential Employee Initials:

	(ii) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof);
	(iii) a willful failure to substantially perform such duties as are reasonably assigned to Employee by the Company; or
	(iv) Employee’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities to the Company.
Section 409A:	The intent of the parties is that payments and benefits under the term sheet comply with Section 409A and, accordingly, to the maximum extent permitted, the term sheet shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may adopt such amendments to the provisions of the term sheet or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A.
	A termination of employment shall not be deemed to have occurred for purposes of any provision of the term sheet providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of the term sheet, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
	Notwithstanding any other payment schedule provided in the term sheet to the contrary, if the employee is deemed on the date of separation of service to be a “specified employee” within the meaning of Section 409A, then, with regard to any payment that is considered “deferred compensation” under Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (x) the expiration of the

Confidential Employee Initials:

6-month period measured from the date of such employee’s separation from service and (y) the date of the employee’s death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed hereunder (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the employee in a lump sum, and all remaining payments due under the term sheet shall be paid or provided in accordance with the normal payment dates specified for them herein.

In no event shall any payment under the term sheet that constitutes “deferred compensation” for purposes of Section 409A be offset by any other payment pursuant to the term sheet or otherwise.

Confidential Employee Initials:

EX-99.1

Exhibit 99.1

Kaleyra Announces Third Quarter 2021 Results

Record Financial Performance, Highlighted by 120% Revenue Growth Year-Over-Year, Record Gross Margin, and Enhanced EBITDA, Resulting from Consistent Strategy Execution and Successful Integration of Recent Acquisitions

Full Integrations of mGage and Investments in Kaleyra Video and Voice Highlight Efforts to Bolster Product Mix and International Expansion Strategy, and Influence Improved Margin Profile Outlook

Increased Full-Year Guidance to Between $264.7 – $266.7 Million, Fourth Quarter Guidance Between $87.0 – $89.0 Million

NEW YORK & VIENNA, Va. – November 9, 2021 – Kaleyra, Inc. (NYSE: KLR) (NYSE American: 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 third quarter ended September 30, 2021.

Recent Operational and Financial Highlights

• Revenue of $84.0 million, representing growth of 56% over the previous quarter and 120% over the comparable year-ago period.

• Gross profit of $19.6 million, representing growth of 87% over the previous quarter and 161% over the comparable year-ago period.

• Delivered 13.5B billable messages and connected 1.5B voice calls for a global customer base of over 3,800 customers.

• Uplisted to the New York Stock Exchange under the symbol: “KLR.”

• Entered a warrant repurchase agreement (1,684,470 warrants) with a group of institutional investors, enabling the Company to further simplify its capital structure and support the business’ long-term financial health and operational success.

Management Commentary

“After several quarters of strong execution against our long-term growth strategy, including focused investments that expand our global presence and enhance our omnichannel offering, Kaleyra has taken meaningful steps toward realizing our vision of becoming the leading, global CPaaS provider,” said CEO Dario Calogero. “This quarter, our recently completed mGage integration vastly improved our international revenue footprint; investments in new channels led to encouraging developments in both Kaleyra video and voice; and our continued commitment to providing reliable service strengthened our loyal partner base.”

“This past quarter was proof that our growth strategy is working, as we exceeded our own expectations with total revenue growth of 120% year-over-year, including 30% organic revenue growth, and an increase in our gross margin to 23%, a new quarterly record. This performance, as well as an encouraging outlook for the fourth quarter and beyond, leads us to increase our revenue guidance for the fourth quarter. At Kaleyra, we look forward to building on our positive momentum as we continue on our journey to become the trusted partner in the rapidly expanding and evolving CPaaS market.”

Third Quarter 2021 Financial Results

Results compare the 2021 fiscal third quarter ended September 30, 2021 to the 2020 fiscal third quarter ended September 30, 2020 unless otherwise indicated.

• Total revenue increased 120% to $84.0 million from $38.3 million in the comparable year-ago period, and increased 56% from $54.0 million in the previous quarter. The growth during the quarter was driven by the completed integration of the mGage and Bandyer businesses, as well as strong organic revenue growth across channels and a well-balanced portfolio across geographies.

• Gross profit increased 161% to $19.6 million from $7.5 million in the comparable year-ago period, and increased 87% from $10.5 million in the previous quarter. This increase was driven by an increase in revenues for the quarter that outpaced cost increases. Gross margin for the third quarter of 2021 increased to 23% compared to 20% for the third quarter of 2020. The increase in gross margin was mainly due to the mGage and Bandyer integrations and increased performance by Kaleyra video and Kaleyra voice, as well as by the Campaign Registry.

• Net loss totaled $11.9 million, or $0.29 per share based on 41.6 million weighted-average shares outstanding, compared to a net loss of $5.3 million, or $0.19 per share based on 28.3 million weighted-average shares outstanding, in the comparable year-ago period. This represented a 164% increase from $4.5 million in the previous quarter. The increase in net loss was mainly due to the amortization of acquired intangibles and the accrued interest expense on convertible notes.

• Adjusted gross profit, a non-GAAP measurement of operating performance reconciled below, increased 174% to $21.0 million from $7.7 million in the comparable year-ago period and increased 88% from $11.1 million in the previous quarter. Adjusted gross margin for the third quarter of 2021 was 25% compared to 20% in the comparable year-ago period.

• Adjusted Net Income, a non-GAAP measurement of operating performance reconciled below, increased 306% to $3.6 million, or $0.09 per basic share and $0.07 per diluted share based on 41.6 million and 52.4 million weighted-average shares outstanding, respectively, from $891,000, or $0.03 per basic share and $0.02 per diluted share based on 28.3 million and 45.1 million weighted-average shares outstanding, respectively, in the comparable year-ago period. This represented a 618% increase from $504,000 in the previous quarter.

• Adjusted EBITDA, a non-GAAP measurement of operating performance reconciled below, increased 273% to $8.0 million (9.5% of total revenue) compared to $2.2 million (5.6% of total revenue) in the comparable year-ago period and increased 271% from $2.2 million in the previous quarter. The increase in Adjusted EBITDA was primarily due to the effects of the business combinations with mGage and Bandyer and cost synergies between the two legacy businesses.

• At the end of the third quarter, cash and cash equivalents, restricted cash and short-term investments were $108.5 million, compared to $37.8 million as of December 31, 2020.

Financial Outlook

Kaleyra’s outlook takes into consideration the integration of acquired businesses into the Company as well as continued monitoring of the impact of the COVID-19 pandemic. Kaleyra remains confident in its growth strategy and ability to capture its multinational market opportunity. As a result of the Company’s strong performance in the third quarter, the Company is updating its financial projections for the fourth quarter and full year 2021 as follows:

• Fourth Quarter 2021 Guidance: Total revenue is expected to be in the range of $87.0 – $89.0 million.

• Full Year 2021 Guidance: Total revenue is expected to be in the range of $264.7 – $266.7 million, representing an increase of the previously communicated guidance, including the revenue from mGage since its acquisition closed on June 1, 2021.

Conference Call

Kaleyra will hold a conference call today, Tuesday, November 9, 2021 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. A question and answer session will follow management’s presentation.

U.S. dial-in: 877-226-2890

International dial-in: 416-981-0157

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The conference call will be broadcast live and available for replay here and via the Investor Relations section of Kaleyra’s website.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through November 16, 2021.

Toll-free replay number: 844-512-2921

International replay number: 412-317-6671

Replay ID: 21998541    

About Kaleyra

Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) is a global group providing mobile communication services to financial institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare providers, retailers, and other large organizations worldwide.

Kaleyra today has a customer base of 3800+ companies spread around the world. Through its proprietary platform and robust APIs, Kaleyra manages multi-channel integrated communication services, consisting of messaging, rich messaging and instant messaging, video, push notifications, e-mail, voice services, and chatbots.

Kaleyra’s technology makes it possible to safely and securely manage billions of messages monthly with over 1600 operator connections in 190+ countries, including all tier-1 US carriers.

Non-GAAP Financial Measures 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 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 GAAP, 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.

Important Cautions Regarding 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 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.

Investor Contact:

Matt Glover or Tom Colton

Gateway Investor Relations

949-574-3860

KLR@gatewayir.com

KALEYRA, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	70,303		$	32,970
Restricted cash		1,738			—
Short-term investments		36,447			4,843
Trade receivables, net		82,749			43,651
Prepaid expenses		3,444			1,447
Deferred costs		330			—
Other current assets		4,408			2,134
Total current assets		199,419			85,045
Property and equipment, net		17,203			6,726
Intangible assets, net		130,085			7,574
Goodwill		110,657			16,657
Deferred tax assets		—			703
Other long-term assets		395			1,797
Total Assets	$	457,759		$	118,502
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	74,692		$	51,768
Debt for forward share purchase agreements		—			483
Notes payable due to related parties		—			7,500
Lines of credit		5,464			5,273
Current portion of bank and other borrowings		10,455			10,798
Deferred revenue		11,055			3,666
Payroll and payroll related accrued liabilities		5,450			3,292
Other current liabilities		8,879			5,988
Total current liabilities		115,995			88,768
Long-term portion of bank and other borrowings		26,574			31,974
Long-term portion of notes payable		189,647			2,700
Long-term portion of employee benefit obligation		2,158			1,886
Deferred tax liability		2,402			—
Other long-term liabilities		2,004			603
Total Liabilities		338,780			125,931
Stockholders’ equity (deficit):
Common stock		4			3
Additional paid-in capital		246,205			93,628
Treasury stock, at cost		(30,431	)		(30,431	)
Accumulated other comprehensive loss		(2,292	)		(2,826	)
Accumulated deficit		(94,507	)		(67,803	)
Total stockholders’ equity (deficit)		118,979			(7,429	)
Total liabilities and stockholders’ equity (deficit)	$	457,759		$	118,502

KALEYRA, INC.

Condensed Consolidated Statements of Operations

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue	$	84,025		$	38,268		$	177,731		$	103,100
Cost of revenue		64,414			30,763			141,333			86,511
Gross profit		19,611			7,505			36,398			16,589
Operating expenses:
Research and development		7,163			2,259			14,313			7,415
Sales and marketing		7,272			3,423			14,791			10,155
General and administrative		12,631			6,441			35,597			20,737
Total operating expenses		27,066			12,123			64,701			38,307
Loss from operations		(7,455	)		(4,618	)		(28,303	)		(21,718	)
Other income, net		66			38			158			91
Financial expense, net		(3,542	)		(468	)		(5,169	)		(1,027	)
Foreign currency income (loss)		(162	)		(548	)		2			(795	)
Loss before income tax expense (benefit)		(11,093	)		(5,596	)		(33,312	)		(23,449	)
Income tax expense (benefit)		766			(263	)		(6,608	)		(1,165	)
Net loss	$	(11,859	)	$	(5,333	)	$	(26,704	)	$	(22,284	)
Net loss per common share, basic and diluted	$	(0.29	)	$	(0.19	)	$	(0.75	)	$	(0.97	)
Weighted-average shares used in computing net loss per common share, basic and diluted		41,554,876			28,330,869			35,404,231			22,972,425

KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Nine Months Ended September 30,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(26,704	)	$	(22,284	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,976			1,907
Stock-based compensation, preference shares and others		15,090			16,055
Non-cash settlement of preference share liability		—			(2,486	)
Provision for doubtful accounts		792			144
Realized gains on marketable securities		17			—
Employee benefit obligation		244			376
Change in fair value of warrant liability		664			—
Reversal of accrued interest on forward share purchase agreement		(659	)		—
Non-cash interest expense		745			151
Deferred taxes		(6,872	)		(898	)
Change in operating assets and liabilities:
Trade receivables		(12,735	)		921
Other current assets		(2,683	)		1,884
Deferred costs		87			—
Other long-term assets		1,421			(487	)
Accounts payable		4,797			(13,727	)
Other current liabilities		1,413			3,463
Deferred revenue		7,051			152
Long-term liabilities		439			815
Net cash used in operating activities		(7,917	)		(14,014	)
Cash Flows from Investing Activities:
Purchase of short-term investments		(52,224	)		(7,917	)
Sale of short-term investments		20,546			7,815
Purchase of property and equipment		(842	)		(969	)
Sale of property and equipment		—			16
Capitalized software development costs		(3,148	)		(2,074	)
Purchase of intangible assets		(24	)		(6	)
Acquisition of mGage, net of cash acquired		(195,346	)		—
Acquisition of Bandyer, net of cash acquired		(13,304	)		—
Net cash used in investing activities		(244,342	)		(3,135	)
Cash Flows from Financing Activities:
Proceeds from (repayments on) line of credit, net		440			749
Borrowings on term loans		1,268			24,437
Repayments on term loans		(4,874	)		(6,344	)
Proceeds from issuance of convertible notes, net of issuance costs		188,637			—
Repayments on notes		(7,500	)		(11,478	)
Repurchase of common stock in connection with forward share purchase agreements		—			(30,431	)
Receipts (payments) related to forward share purchase agreements		17,045			(1,452	)
Proceeds from issuance of common stock in Private Investment in Public Equity offering (PIPE), net of issuance costs		99,051			—
Proceeds from issuance of common stock in public offering, net of issuance costs		—			36,152
Proceeds related to settlement of non-forfeited 2020 Sponsor Earnout Shares		1,244			—
Proceeds from the exercise of common stock warrants		2,872			—
Repurchase of warrants		(5,474	)		—
Repayments on capital lease		(103	)		—
Net cash provided by financing activities		292,606			11,633
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,276	)		33
Net increase (decrease) in cash, cash equivalents and restricted cash		39,071			(5,483	)
Cash, cash equivalents and restricted cash, beginning of period		32,970			36,997
Cash, cash equivalents and restricted cash, end of period	$	72,041		$	31,514

KALEYRA, Inc.

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

For the Three and the Nine Months Ended September 30, 2021 and 2020

(Unaudited, in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
Adjusted Gross Profit and adjusted Gross Margin	2021			2020			2021			2020
Consolidated Gross Profit	$	19,611		$	7,505		$	36,398		$	16,589
Consolidated Gross Profit Margin %		23.3	%		19.6	%		20.5	%		16.1	%
Amortization of acquired intangibles		1,360			158			2,194			474
Non-GAAP Gross Profit	$	20,971		$	7,663		$	38,592		$	17,063
Non-GAAP Gross Profit Margin %		25.0	%		20.0	%		21.7	%		16.5	%

KALEYRA, Inc.

Adjusted EBITDA Reconciliation of GAAP to Non-GAAP Financial Information

For the Three and the Nine Months Ended September 30, 2021 and 2020

(Unaudited, in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
Adjusted EBITDA	2021			2020			2021			2020
Net loss	$	(11,859	)	$	(5,333	)	$	(26,704	)	$	(22,284	)
Other income, net		(66	)		(38	)		(158	)		(91	)
Financial expense, net		3,542			468			5,169			1,027
Foreign currency income (loss)		162			548			(2	)		795
Income tax expense (benefit)		766			(263	)		(6,608	)		(1,165	)
Loss from operations	$	(7,455	)	$	(4,618	)	$	(28,303	)	$	(21,718	)
Depreciation and amortization		5,516			638			8,976			1,907
Stock-based compensation, preference shares and others		7,058			5,219			18,500			16,317
Transaction and one-off costs		2,894			911			9,858			5,105
Non-GAAP Adjusted EBITDA	$	8,013		$	2,150		$	9,031		$	1,611

KALEYRA, Inc.

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

For the Three and the Nine Months Ended September 30, 2021 and 2020

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

	Three Months Ended September 30,						Nine Months Ended September 30,
Adjusted Net Income (Loss) per share	2021			2020			2021			2020
Net Loss	$	(11,859	)	$	(5,333	)	$	(26,704	)	$	(22,284	)
Stock-based compensation, preference shares and others		7,058			5,219			18,500			16,317
Transaction and one-off costs		2,894			911			9,858			5,105
Amortization of acquired intangibles		4,185			401			6,358			1,219
Amortization of debt discount and issuance costs for convertible debt		409			—			605			—
Estimated tax effects of adjustments (1)		702			(307	)		112			(1,137	)
Discrete tax items		231			—			(6,586	)		—
Non-GAAP Net Income (Loss)	$	3,620		$	891		$	2,143		$	(780	)
Net Loss per share
Basic	$	(0.29	)	$	(0.19	)	$	(0.75	)	$	(0.97	)
Diluted	$	(0.29	)	$	(0.19	)	$	(0.75	)	$	(0.97	)
Non-GAAP Adjusted Net Income (Loss) per share
Basic	$	0.09		$	0.03		$	0.06		$	(0.03	)
Diluted	$	0.07		$	0.02		$	0.05		$	(0.03	)
Weighted Average number of Shares Outstanding (basic)		41,554,876			28,330,869			35,404,231			22,972,425
Weighted Average number of Shares Outstanding (diluted)		52,382,775			45,134,228			46,799,611			22,972,425

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

XML

Document and Entity Information	Nov. 03, 2021
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001719489
Document Type	8-K
Document Period End Date	Nov. 03, 2021
Entity Registrant Name	KALEYRA, INC.
Entity Incorporation State 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
City Area Code	39 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
Common Stock Par Value 0.0001 Per Share 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	KLR
Security Exchange Name	NYSE
Warrants At An Exercise Price Of 11.50 Per Share Of Common Stock 1 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, at an exercise price of $11.50 per share of Common Stock
Trading Symbol	KLR WS
Security Exchange Name	NYSEAMER