10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-38320

KALEYRA, INC.

(Exact name of registrant as specified in its charter)

Delaware	82-3027430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Via Marco D’Aviano, 2, Milano MI, Italy	20131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +39 02 288 5841

(Former name or former address, if changed since last report): N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

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

As of May 12, 2020, there were 22,195,276 shares of the Company’s common stock issued and outstanding.

KALEYRA, INC.

Quarterly Report on Form 10-Q

Table of Contents

PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (unaudited):	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
Signatures		47

Item 1 – Financial Statements

KALEYRA, INC.

Condensed Consolidated Balance Sheets

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

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	16,237		$	16,103
Restricted cash		20,810			20,894
Short-term investments		3,079			5,124
Trade receivables, net		36,307			39,509
Prepaid expenses		1,246			648
Other current assets		2,757			4,224
Total current assets		80,436			86,502
Property and equipment, net		3,888			3,393
Intangible assets, net		8,665			9,353
Goodwill		16,370			16,953
Other long-term assets		2,082			1,203
Total Assets	$	111,441		$	117,404
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	56,674		$	63,320
Debt for forward share purchase agreements		31,530			34,013
Notes payable		2,113			1,667
Notes payable due to related parties		13,115			9,411
Lines of credit		5,278			3,627
Current portion of bank and other borrowings		5,925			7,564
Deferred revenue		1,538			1,397
Preference shares		1			683
Preference shares due to related parties		1			1,847
Payroll and payroll related accrued liabilities		2,929			1,038
Other current liabilities		2,023			1,379
Total current liabilities		121,127			125,946
Long-term portion of bank and other borrowings		20,621			16,134
Long-term portion of notes payable due to related parties		3,750			7,500
Long-term portion of employee benefit obligation		1,341			1,398
Deferred tax liabilities		1,638			2,045
Other long-term liabilities		4,599			3,155
Total Liabilities		153,076			156,178
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit):
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 20,254,217 shares issued and 20,019,048 shares outstanding as of March 31, 2020 and 19,977,113 shares issued and outstanding as of December 31, 2019		2			2
Additional paid-in capital		11,190			2,143
Treasury stock, at cost; 235,169 and 0 shares as of March 31, 2020 and December 31, 2019, respectively		(2,587	)		—
Accumulated other comprehensive income (loss)		(424	)		74
Accumulated deficit		(49,816	)		(40,993	)
Total stockholders’ equity (deficit)		(41,635	)		(38,774	)
Total liabilities and stockholders’ equity (deficit)	$	111,441		$	117,404

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

KALEYRA, INC.

Condensed Consolidated Statements of Operations

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

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

______________________________

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

KALEYRA, INC.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)

	Three Months Ended March 31,
	2020			2019
Net loss	$	(8,823	)	$	(1,379	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(502	)		561
Net unrealized gain on marketable securities, net of tax (1)		4			15
Total other comprehensive income (loss)		(498	)		576
Total comprehensive loss	$	(9,321	)	$	(803	)

______________________________

(1) The Company recorded $1,000 and $5,000 of tax expense on unrealized gain on marketable securities for the three months ended March 31, 2020 and 2019, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

KALEYRA, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited, in thousands, except share data)

	Common Stock					Additional Paid-in			Treasury Stock					Accumulated Other Comprehensive			Accumulated			Total Stockholders' Equity
	Shares			Amount		Capital			Shares		Amount			Income (Loss)			Deficit			(Deficit)
Balance as of December 31, 2019		19,977,113		$	2	$	2,143			—	$	—		$	74		$	(40,993	)	$	(38,774	)
Common stock repurchased in connection with forward share purchase agreements		(235,169	)		—		2,587			235,169		(2,587	)		—			—			—
Change in forward share purchase agreement liability		—			—		(271	)		—		—			—			—			(271	)
Stock-based compensation (RSUs)		137,104			—		6,204			—		—			—			—			6,204
Common stock issued to settle a payable (1)		140,000			—		527			—		—			—			—			527
Net loss		—			—		—			—		—			—			(8,823	)		(8,823	)
Other comprehensive loss		—			—		—			—		—			(498	)		—			(498	)
Balance as of March 31, 2020		20,019,048		$	2	$	11,190			235,169	$	(2,587	)	$	(424	)	$	(49,816	)	$	(41,635	)

	Common Stock				Additional Paid-in		Treasury Stock				Accumulated Other Comprehensive		Retained Earnings (Accumulated			Total Stockholders' Equity
	Shares (2)		Amount		Capital (2)		Shares		Amount		Income (Loss)		Deficit)			(Deficit)
Balance as of December 31, 2018		10,687,106	$	1	$	10,186		—	$	—	$	31	$	(5,292	)	$	4,926
Net loss		—		—		—		—		—		—		(1,379	)		(1,379	)
Other comprehensive loss		—		—		—		—		—		576		—			576
Balance as of March 31, 2019		10,687,106	$	1	$	10,186		—	$	—	$	607	$	(6,671	)	$	4,123

____________________

(1) On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”), 140,000 shares of the Company’s common stock as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

(2) Amounts as of March 31, 2019 and before that date were retrospectively adjusted as a result of the accounting for the Business Combination (as defined in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

KALEYRA, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

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

____________________

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

KALEYRA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Kaleyra, Inc., formerly GigCapital, Inc., (“Kaleyra,” the “Company,” “we,” “us,” and “our” refer to Kaleyra, Inc. and all of its consolidated subsidiaries) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 12, 2017, the Company completed the initial closing of its initial public offering (the “Offering”) whereby the Company sold 12,500,000 Units at a price of $10.00 per Unit. On January 9, 2018, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 1,875,000 Units at a price of $10.00 per Unit. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, three-fourths (3/4) of one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon consummation of a business combination (the “Rights”). Warrants will only be exercisable for whole shares at $11.50 per share. On January 16, 2018, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on January 17, 2018. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Any Units that were not separated, prior to the consummation of the Company’s business combination, continued to trade on the New York Stock Exchange under the symbol “GIG.U”. Any underlying shares of common stock, warrants and rights that were separated, prior to the consummation of the Company’s business combination, traded on the New York Stock Exchange under the symbols “GIG,” “GIG.WS” and “GIGr,” respectively.

On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the Business Combination, and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A.

Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service or CPaaS market, headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States. Kaleyra S.p.A.’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its platform.

On November 25, 2019, the Business Combination with Kaleyra S.p.A. (the “Business Combination”) was completed.

Effective as of the closing of the Business Combination, the Company changed its name to Kaleyra, Inc. Upon the consummation of the Business Combination, the Company also changed its fiscal year end to December 31st from its previous fiscal year ending September 30th, such change first being effective for its fiscal year ended December 31, 2019. For accounting purposes, Kaleyra S.p.A. was deemed the acquiror in the Business Combination.

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, Kaleyra, Inc. has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization.

As a result of the accounting for the Business Combination, the number of common shares authorized and outstanding during periods prior to the Business Combination, have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. The common stock and additional paid-in capital have also been retrospectively adjusted accordingly. Specifically, the number of common shares outstanding during periods prior to the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the Stock Purchase Agreement. Accordingly, weighted-average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. See Note 16 – Net Loss Per Share – for further details.

Upon the closing of the Business Combination, the Company’s rights and Units ceased trading, and the Company’s common stock began trading on the NYSE American stock exchange under the symbol “KLR”. Furthermore, on December 2, 2019, Kaleyra’s warrants began trading on the NYSE American stock exchange as “KLR WS”.

6

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of our management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with our consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2020.

These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies.

Liquidity

In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities, and its current liabilities exceed its current assets as of March 31, 2020. The condensed consolidated balance sheet as of March 31, 2020 includes total current assets of $80.4 million and total current liabilities of $121.1 million, resulting in net liabilities due within the next 12 months of $40.7 million.

The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfill these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal, including, among others:

• the subscription of a new loan agreement with a bank that is currently a lender to the Company;

• signing of two new line of credit facilities;

• a refinanced loan that extended payment terms and provided additional funds;

• the amendments of the repayment schedules of certain existing long-term financing agreements to postpone the amounts due in the next three to nine months of 2020; and

• the renegotiation of the payment terms of a payable related to costs incurred in the Business Combination.

Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements described above, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued.

Business seasonality

The Company’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the financial year. We believe this variability is largely due to the market demand for our customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of our historically higher portion of sales in the fourth quarter of each year, our cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

7

Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the recent outbreak of a novel strain of the coronavirus (“COVID-19”).

Concentration of Credit Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, restricted cash and cash equivalents, short-term investments and trade receivables. The Company maintains cash and cash equivalents and short-term investments with financial institutions that management believes are financially sound.

The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In the three months ended March 31, 2020 and 2019, there were zero and one customer, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three months ended March 31, 2019, revenue generated by that one customer accounted for $3.1 million. As of March 31, 2020 and December 31, 2019, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables.

Reclassifications

Certain reclassifications have been made to the 2019 presentation to conform to the current period’s presentation, none of which had an effect on total assets, total liabilities, stockholders’ equity (deficit), or net loss.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply to contract modifications that replace a reference rate (e.g. LIBOR) affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: (i) modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; (ii) modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate or remeasurements of lease payments. For other Topics or Industry Subtopics in the Codification, the amendments also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant Topic or Industry Subtopic. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements.

8

In March 2020, the FASB issued ASU 2020-03 “Codification Improvements to Financial Instruments”, which improves various financial instruments Topics in the Codification in order to increase stakeholder awareness of the amendments and to expedite the improvement process. The amendments in this ASU clarify or address stakeholders’ specific issues as described below:

i. Issue 1: Fair Value Option Disclosures: The amendments clarify that all entities are required to provide the fair value option disclosures in paragraphs 825-10-50-24 through 50-32.

ii. Issue 2: Applicability of Portfolio Exception in Topic 820 to Nonfinancial Items: Paragraphs 820-10-35-2A(g) and 820-10-35-18L are amended to include the phrase nonfinancial items accounted for as derivatives under Topic 815 to be consistent with the previous amendments to Section 820-10-35.

iii. Issue 3: Disclosures for Depository and Lending Institutions: The amendments clarify that the disclosure requirements in Topic 320 apply to the disclosure requirements in Topic 942 for depository and lending institutions.

iv. Issue 4: Cross-Reference to Line-of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50: The amendments improve the understandability of the guidance.

v. Issue 5: Cross-Reference to Net Asset Value Practical Expedient in Subtopic 820-10: The amendments improve the understandability of the guidance.

vi. Issue 6: Interaction of Topic 842 and Topic 326: The amendments clarify that the contractual term of a net investment in a lease determined in accordance with Topic 842 should be the contractual term used to measure expected credit losses under Topic 326.

vii. Issue 7: Interaction of Topic 326 and Subtopic 860-20: The amendments to Subtopic 860- 20 clarify that when an entity regains control of financial assets sold, an allowance for credit losses should be recorded in accordance with Topic 326.

For Issue 1, 2, 4 and 5, for public business entities, the amendments are effective upon issuance of this final ASU. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years beginning after December 15, 2020. Early application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

For Issue 3, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2019-04, for the guidance related to the amendments in ASU 2016-01. The effective date of ASU 2019-04 for the amendments to ASU 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its consolidated financial statements.

For Issue 6 and 7, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have not adopted the amendments in ASU 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13 which for an emerging growth company is in 2023. Early adoption is permitted in any interim period as long as the entity has adopted the amendments in ASU 2016-13. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02 “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). This ASU applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Moreover, the amendments in this ASU add a note to a SEC paragraph pursuant to the issuance of ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The note added states that at the December 2019 AICPA National Conference on Current SEC and PCAOB Developments, the SEC staff announced that it would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting Topic 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. This announcement is applicable only to public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC. This announcement is not applicable to other public business entities.

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In January 2020, the FASB issued ASU 2020-01 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under ASU 2018-13 remove, add, and modify certain disclosure requirements on fair value measurements in ASC 820. In particular, the following disclosure were added: (i) The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; (ii) The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The following tables provide the assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair Value Hierarchy as of March 31, 2020						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Certificates of deposit (1)	$	—	$	3,079	$	—	$	3,079
Total Assets	$	—	$	3,079	$	—	$	3,079
Liabilities:
Interest Rate Swap (2)	$	—	$	73	$	—	$	73
Preference shares (3)		—		—		2		2
Debt for forward share purchase agreements (4)		—		31,530		—		31,530
Total Liabilities	$	—	$	31,603	$	2	$	31,605

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) The preference shares liability was previously estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020.  On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share.

(4) Based on the information available at the reporting date, debts for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

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	Fair Value Hierarchy as of December 31, 2019						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Mutual funds (1)	$	5,124	$	—	$	—	$	5,124
Total Assets	$	5,124	$	—	$	—	$	5,124
Liabilities
Interest Rate Swap (2)	$	—	$	80	$	—	$	80
Preference shares (3)		—		—		2,530		2,530
Debt for forward share purchase agreements (4)		—		34,013		—		34,013
Total Liabilities	$	—	$	34,093	$	2,530	$	36,623

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ended March 31, 2020 was materially below its expected level, this would have resulted in a change of the preference shares liability.

(4) Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

The values of short-term investments as of March 31, 2020 and as of December 31, 2019 were as follows (in thousands):

	As of March 31,								As of December 31,
	2020								2019
	Cost		Unrealized gains		Unrealized losses		Fair value		Cost		Unrealized gains		Unrealized losses			Fair value
Mutual funds	$	—	$	—	$	—	$	—	$	5,129	$	1	$	(6	)	$	5,124
Certificates of deposit		3,079		—		—		3,079		—		—		—			—

The following table presents changes during the three months ended March 31, 2020 in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

	Fair Value Beginning of Period		Net Realized and Unrealized (Gains) Losses Included in Income			Other Comprehensive (Income) Loss			Purchases, Sales, Issuances and Settlements, Net		Change in scope of consolidation		Gross Transfers In		Fair Value End of Period
March 31, 2020
Liabilities:
Preference shares	$	2,530	$	(2,486	)	$	(42	)	$	—	$	—	$	—	$	2

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There were no transfers of liabilities into or out of Level 2 or Level 3 for the three months ended March 31, 2020 and the year ended December 31, 2019.

Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands):

	Research and development			Sales and marketing			General and administrative			Financial income (expense), net			Foreign currency Income (loss)		Total
Three months ended March 31, 2020
Liabilities:
Preference shares	$	(941	)	$	(372	)	$	(756	)	$	(417	)	$	—	$	(2,486	)
Three months ended March 31, 2019
Liabilities:
Preference shares		117			46			94			58			—		315

4. DERIVATIVE FINANCIAL INSTRUMENTS

The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of March 31, 2020 and December 31, 2019, was €5.8 million ($6.3 million) and €6.3 million ($7.0 million), respectively.

The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands):

		Three Months Ended March 31,
Derivatives Not Designed As Hedging Instruments	Line Items	2020		2019
Interest Rate Swap	Financial income (expense), net	$	7	$	(5	)
Foreign Exchange Forward	Financial income (expense), net		—		211
Total		$	7	$	206

The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):

		As of March 31,			As of December 31,
Derivatives Not Designed As Hedging Instruments (1)	Line Items	2020			2019
Interest Rate Swap	Other long-term liabilities	$	(73	)	$	(80	)
Total		$	(73	)	$	(80	)

(1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 3”.

5. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of March 31, 2020 and December 31, 2019 was as follows (in thousands):

Balance as of December 31, 2019	$	16,953
Effect of exchange rate		(583	)
Balance as of March 31, 2020	$	16,370

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Intangible assets, net

Intangible assets consisted of the following (in thousands):

	As of March 31, 2020						As of December 31, 2019
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortizable Intangible Assets:
Developed technology	$	2,711	$	1,080	$	1,631	$	2,775	$	952	$	1,823
Customer relationships		8,777		1,826		6,951		9,077		1,631		7,446
Patent		118		35		83		113		29		84
Total amortizable intangible assets	$	11,606	$	2,941	$	8,665	$	11,965	$	2,612	$	9,353

Amortization expense was $422,000 and $449,000 for the three months ended March 31, 2020 and 2019, respectively.

Total estimated future amortization expense as of March 31, 2020 is as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	1,221
2021		1,409
2022		1,138
2023		1,035
2024		834
2025 and thereafter		3,028
Total	$	8,665

6. OTHER ASSETS

Other current assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
VAT receivables	$	1,132	$	3,136
Receivables from suppliers		812		398
Credit for tax other than income tax		505		358
Income tax assets		254		270
Other receivables		54		62
Total other current assets	$	2,757	$	4,224

Other long-term assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Non-current income tax credit (advances and tax reduced at sources)	$	1,726	$	1,029
Miscellaneous		356		174
Total other long-term assets	$	2,082	$	1,203

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7. BANK AND OTHER BORROWINGS

Credit line facilities

As of March 31, 2020, the Company had credit line facilities granted for a total amount of $6.6 million, of which $5.3 million had been used, including a credit revolving facility denominated in US Dollar for $1.0 million granted to Buc Mobile in January 2020. As of December 31, 2019, the Company had available credit line facilities denominated in Euro for $5.6 million, of which $3.6 million had been used.

The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.6% - 7.6%. The weighted average interest rate on the credit line facilities outstanding as of March 31, 2020, was 1.22%.

As mentioned above, on January 23, 2020, Buc Mobile entered into a revolving credit facility with Intesa Sanpaolo S.p.A. for a total amount of $1 million to be used solely for the purpose of Buc Mobile general working capital needs. As of March 31, 2020, this revolving credit facility was drawn for $950,000. The average effective interest rate for the three months ended March 31, 2020 was 1.52%.

Long-term bank and other borrowings

Long-term bank and other borrowings consist of the following (in thousands):

									Interest Nominal Rate
	As of March 31,		As of December 31,			Interest			As of March 31,			As of December 31,
	2020		2019		Maturity	Contractual Rate			2020			2019
UniCredit S.p.A.    (Line A Tranche (1)	$	3,219	$	3,609	January 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A.    (Line A Tranche (2)		151		167	May 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A. (Line B)		2,941		3,229	November 2023	Euribor 3 months + 2.90%				2.60	%		2.60	%
UniCredit S.p.A. (Line C)		2,497		2,787	February 2023	Euribor 3 months + 3.90%				3.53	%		3.53	%
Intesa Sanpaolo S.p.A.    (Line 1)		834		988	October 2021	Euribor 3 months + 1.80%				1.88	%		1.88	%
Intesa Sanpaolo S.p.A.    (Line 2)		3,841		4,183	October 2023	Euribor 3 months + 2.60%				2.60	%		2.60	%
UBI Banca S.p.A. (Line 1)		257		332	February 2021		1.25	%		1.25	%		1.25	%
UBI Banca S.p.A. (Line 2)		1,198		1,499	April 2021	Euribor 3 months +1.95%				1.55	%		1.55	%
Monte dei Paschi di    Siena S.p.A. (Line 1)		457		521	April 2022		0.95	%		0.95	%		0.95	%
Monte dei Paschi di    Siena S.p.A. (Line 2)		2,190		—	June 2023		1.50	%		1.50	%		—
Banco Popolare di Milano    S.p.A. (Line 1)		1,312		1,336	June 2023	Euribor 3 months + 2.00%				2.00	%		2.00	%
Banco Popolare di Milano    S.p.A. (Line 2)		—		3,893	September 2022	Euribor 3 months + 2.00%				—			2.00	%
Banco Popolare di Milano    S.p.A. (Line 3)		6,517		—	March 2024	Euribor 3 months + 3.00%				2.16	%		—
Simest 1		275		280	December 2022		0.50	%		0.50	%		0.50	%
Simest 2		273		279	December 2022		0.50	%		0.50	%		0.50	%
Simest 3		503		512	December 2022		0.50	%		0.50	%		0.50	%
Finlombarda S.p.A.		81		83	December 2020		0.50	%		0.50	%		0.50	%
Total bank and other    borrowings		26,546		23,698
Less: current portion		5,925		7,564
Total long-term portion	$	20,621	$	16,134

On March 11, 2020, Kaleyra S.p.A. entered into a 36-month unsecured loan agreement with Monte dei Paschi di Siena S.p.A. for $2.2 million (€2.0 million). The total amount of this new facility was drawn in full the same date. This facility bears interest at a fixed rate equal to 1.5%.

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On March 20, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “BPM Loan Agreement”) with Banco BPM S.p.A. (formerly Banco Popolare di Milano S.p.A.) for a total of $6.5 million (€6.0 million). The BPM Loan Agreement includes a new financing of $2.7 million with the remaining balance used to pay off the original loan dated July 23, 2019, by and between Kaleyra S.p.A. and Banco BPM S.p.A. The BPM Loan Agreement has a maturity of 45 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 3.00%. The BPM Loan Agreement is to be repaid in 15 quarterly installments. The total amount of the BPM Loan Agreement, less amounts related to commissions, fees and expenses, was drawn in full the same date as the BPM Loan Agreement.

On March 31, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing loans for the next 3 months. As a result of this approval the Company will postpone the payments of approximately $404,000 beyond December 31, 2020.

Subsequent to March 31, 2020, Kaleyra S.p.A. received the approval to postpone the payment of the amounts due under the existing loans for the next 6 to 9 months by UniCredit, UBI Banca S.p.A. and Simest S.p.A. See Note 19 – Subsequent Events – for further details.

As of March 31, 2020, all of the available long-term facilities were drawn in full.

Interest expense on bank and other borrowings was $218,000 for the three months ended March 31, 2020 and $90,000 for the three months ended March 31, 2019.

As of March 31, 2020, the Company is obliged to make payments as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	3,784
2021		9,330
2022		7,637
2023		5,339
2024		456
Total	$	26,546

8. DEBT FOR FORWARD SHARE PURCHASE AGREEMENTS

As of March 31, 2020, the Company’s debt for forward share purchase agreements amounted to $31.5 million and accrued interest amounted to $163,000.

Greenhaven

On September 27, 2019, the Company and Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”) entered into a forward share purchase agreement (the “Greenhaven Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of its common stock into which Rights of the Company held by Greenhaven and any additional Rights that Greenhaven acquired, converted into shares upon the closing of the Business Combination as amended as of December 13, 2019 at the following prices: (1) $11.00 per share for the first 196,195 shares sold to the Company; (2) $10.70 per share for the next 250,000 shares sold to the Company; and (3) $10.50 per share for the next 550,000 shares sold to the Company. The Company agreed to purchase the shares on the later of the sixtieth day after the Closing of the Business Combination or January 1, 2020 (the “Greenhaven Purchase Closing Date”).

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In exchange for Kaleyra, Inc.’s commitment to acquire the shares on the Greenhaven Purchase Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of Kaleyra, Inc.’s securities), the Rights (including any additional Rights) held by Greenhaven, and any shares that such Rights (including any additional Rights) converted into, until the Greenhaven Purchase Closing Date, including not to tender the Rights (or any additional Rights) to Kaleyra, Inc. in response to any tender offer that Kaleyra, Inc. may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Greenhaven shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least 25,000 shares (the “Minimum Block Size Condition”) in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, Greenhaven shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, Greenhaven shall have the right to sell such shares at any time provided that the price received by Greenhaven (not including any commissions due by Greenhaven for the sale) is at least $10.50 (or at least $8.50 if Greenhaven meets the Minimum Block Size Condition). In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc.

On January 23, 2020, the Company entered into Amendment No. 3 to the Greenhaven Forward Share Purchase Agreement (the “Greenhaven Amendment”). The Greenhaven Amendment provides that Greenhaven has the right to put its subject shares to the Company on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to the Company on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to the Company on August 30, 2020. Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, the Company repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, the Company paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. On August 30, 2020, the Company shall pay Greenhaven an amount equal to (1) the number of shares (including any Additional Shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share.

As of March 31, 2020, the Company’s debt in connection with the Greenhaven Purchase Agreement amounted to $8.2 million.

Kepos Alpha Fund

On October 1, 2019, the Company and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (“KAF”), entered into a forward share purchase agreement (“KAF Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of common stock of the Company into which the Rights of the Company held by KAF, including any additional Rights that KAF acquired, converted into upon the closing of the Business Combination. The KAF Purchase Agreement was amended the following day to provide that the total number of additional Rights that KAF may acquire is 3,750,000 Rights. As amended December 13, 2019, the KAF Purchase Agreement provides that the Company would purchase such shares at the following price: (1) $10.70 per share for the first 102,171 shares sold to the Company; and (2) $10.50 per share for the next 93,676 shares sold to the Company. The Company agreed to purchase the shares on the earlier of the sixtieth day after the Business Combination or February 15, 2020 (the “KAF Purchase Closing Date”).

In exchange for the Company’s commitment to acquire the shares on the KAF Purchase Closing Date, KAF agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of the Company’s securities), the Rights (including any additional Rights) held by KAF, and any shares that such Rights (including any additional Rights) converted into, until the KAF Purchase Closing Date, including not to tender the Rights (or any additional Rights) to the Company in response to any Tender Offer that the Company may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that KAF shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, KAF shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, KAF shall have the right to sell such shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least $10.50 (or at least $8.50 if KAF meets the Minimum Block Size Condition). In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3)

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Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company.

On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020, the Company entered into Amendment No. 4 (the “KAF Amendments”). According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “KAF Share Purchase Price”). In the event the closing occurs after May 7, 2020, the KAF Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any shares (including any Additional Shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including any Additional Shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share. Should the Company fail to make this payment, the Company shall, without prejudice or limitation to any other remedies available to KAF in law or equity, pay a penalty on such amount due at the rate of 18% per annum from the due date until the date of payment in full.

From January 1, 2020 to March 31, 2020, KAF sold 6,034 shares on the open market.

As of March 31, 2020, the Company’s debt in connection with the KAF Purchase Agreement amounted to $2.1 million.

Yakira Capital Management

On November 19, 2019, the Company and Yakira Capital Management, Inc. (“Yakira”) entered into a forward share purchase agreement (the “Yakira Purchase Agreement”) pursuant to which (i) Yakira may elect to sell and transfer to the Company, and the Company will purchase shares of common stock of the Company held by Yakira at the Business Combination Date (the “Yakira Shares”), and (ii) the Company will purchase the shares of common stock of the Company into which the Rights held by Yakira (the “Yakira Rights Shares”) were converted upon the Business Combination Date. At the Business Combination Date, Yakira held 439,299 rights, and 1,084,150 Yakira Shares.

The Company agreed that it will purchase the Yakira Rights Shares from Yakira at $1.05 per Right (which reflects $10.50 per Yakira Rights Share) (the “Yakira Rights Share Purchase Price”) as soon as practicable on or after the later of the sixtieth day after the Business Combination Date or January 1, 2020 (the “Yakira Rights Shares Closing Date”). In exchange for the Company’s agreement to purchase the Yakira Rights Shares, Yakira agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the Rights (including any transactions involving any derivative securities of Yakira and any Short Sales involving any of the Company’s securities), and any Yakira Rights Shares that the rights converted into, until the Yakira Rights Shares Closing Date, including not to tender the Rights to the Company in response to any Tender Offer that the Company may commence for the Rights.

Yakira has the right to terminate the agreement for the Company to purchase the Yakira Rights Shares, without penalty, commencing on the thirtieth day after the Business Combination Date and ending on the day prior to the Yakira Rights Shares Closing Date, by giving written notice to the Company, in which case it will not be restricted after such time with respect to its ability to dispose of the Yakira Rights Shares (subject to the restrictions against transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities).

Except as described below, Yakira also agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any short sales involving any of the Company’s securities) the Yakira Shares prior to the six month anniversary of the Business Combination Date. Yakira further agreed to not redeem any of the Yakira Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. Notwithstanding anything to the contrary herein, commencing on the day after the Business Combination Date, Yakira may sell the Yakira Shares in the open market as long as the sales price is above $10.50 per Yakira Share.

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If Yakira still owns Yakira Shares as of the four-month anniversary of the Business Combination Date, Yakira may sell such Yakira Shares between the four-month anniversary and six month anniversary of the Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares. The closing of the sale of the Yakira Shares to the Company shall occur on the business day following the Company’s receipt of the Yakira Shares exercise notice (the “Yakira Shares Closing Date”). On the Yakira Shares Closing Date, Yakira shall deliver the Yakira Shares to the Company against receipt of the aggregate Yakira Shares Purchase Price, which shall be paid by wire transfer of immediately available funds from the escrow account described below. Yakira may instruct the Escrow Agent to release to Yakira an amount equal to the Shares Purchase Price multiplied by the number of Yakira Shares delivered to the Company from the escrow account on the Yakira Shares Closing Date for Yakira’s use without restriction.

Following the Business Combination Date, the Company deposited into an escrow account with the Escrow Agent, subject to an escrow agreement, with a nationally chartered bank the amount of $11,576,509 related to Yakira. The Company’s purchase of the Yakira Shares will be made with funds from the escrow account attributed to the Yakira Shares. In the event that Yakira sells any Yakira Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and the Company may promptly release from the escrow account for its use without restriction an amount equal to the pro rata portion of the escrow account attributed to the Yakira Shares which Yakira has sold. In the event that Yakira chooses not to sell to the Company any Yakira Shares that it owns as of the six-month anniversary of the Business Combination Closing Date, the Company may promptly release all remaining funds from the escrow account for its use without restriction. In the event that the Yakira Shares Purchase Price paid on the Yakira Shares Closing Date is less than $10.6819 per Yakira Share, following payment of the Yakira Shares Purchase Price to Yakira, the Company and Yakira shall deliver joint written instructions to the Escrow Agent to release to Kaleyra from the remaining funds in the escrow account an amount equal to the difference between the Yakira Shares Purchase Price and $10.6819 per share multiplied by the number of Yakira Shares delivered by Yakira, and the Escrow Agent shall promptly disburse such amount to the Company in accordance with the payment instructions.

On February 7, 2020, the Yakira Purchase Agreement with Yakira was amended (the “First Yakira Amendment”). The First Yakira Amendment provides that the Company may be obligated to purchase some or all of the 43,930 Yakira Rights Shares if Yakira exercises an option to sell such shares to the Company at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six-month anniversary of the Business Combination Date.

On May 9, 2020, the Company entered into a second amendment to the Yakira Purchase Agreement (the “Second Amendment”). The Second Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.

Nothing in the Yakira Purchase Agreement prohibits or restricts Yakira with respect to the purchase or sale of the Company’s warrants.

As of March 31, 2020, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $12.1 million. On May 12, 2020, Yakira gave notice to the Company that it was electing to sell and transfer to the Company all of the 1,084,150 Yakira Shares, and the purchase price for such sale and transfer is $11,580,782.

Glazer Capital, LLC

On November 19, 2019, the Company and Glazer Capital, LLC (“Glazer”) entered into a forward share purchase agreement (the “Glazer Purchase Agreement”) pursuant to which Glazer may elect to sell and transfer to the Company, and the Company will purchase the shares of the common stock of the company held by Glazer ( the “Glazer Shares”) at a price of $10.6819 per share (the “Glazer Shares Purchase Price”). Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock.

In exchange for the Company’s commitment to purchase the Glazer Shares on the Glazer Shares Closing Date, Glazer agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities) the Glazer Shares prior to the six month anniversary of the Business Combination Date. Glazer further agreed that it will not redeem any of the Glazer Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Glazer shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell its shares (including any Additional Shares) in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share prior to payment of any commissions due by Glazer for the sale, or, without meeting the Minimum Block Size Condition, Glazer shall have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price

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exceeds $10.50 per share prior to payment of any commissions due by Glazer for such sale. Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per Share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale.

Simultaneously with the closing of the Business Combination, the Company deposited $9,858,678 which is the aggregate amount necessary to purchase the Glazer Shares, into an escrow account with Continental Stock Transfer and Trust Company (the “Escrow Agent”), subject to the terms of an escrow agreement. The Company’s purchase of the Glazer Shares will be made with funds from the escrow account attributed to the Glazer Shares. In the event that Glazer sells any Glazer Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and Glazer shall instruct the Escrow Agent to release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Glazer Shares which Glazer has sold. In the event that Glazer chooses not to sell to the Company any Glazer Shares that it owns as of the six-month anniversary of the Business Combination Date, Glazer shall instruct the Escrow Agent to release all remaining funds from the escrow account for the Company’s use without restriction.

Notwithstanding the Company’s commitment to deposit funds into the escrow account for the purchase of the Glazer Shares, Kaleyra, Inc. shall use its best efforts to enter into a letter of credit agreement for the issuance of a standby letter of credit for the benefit of Glazer with a bank acceptable to Glazer (the “Issuing Bank”) as soon as possible to replace the escrow account. When the letter of credit agreement is entered into, Glazer will instruct the Escrow Agent to deposit the funds held in the escrow account into the collateral account with the Issuing Bank. Concurrently with the execution of the letter of credit agreement, the Issuing Bank shall issue the letter of credit for the benefit of Glazer in the amount of the escrow account. Glazer shall drawdown from the letter of credit to satisfy the payment due to Glazer by the Company for the purchase of the Glazer Shares. In the event that Glazer sells any Glazer Shares pursuant to the sales price restriction set forth above, it shall provide notice to the Company and the Issuing Bank within three business days of such sale, and the Issuing Bank shall release from the collateral account an amount equal to the number of Glazer Shares sold multiplied by $10.6819 to the Company for the Company’s use without restriction, with a corresponding reduction in the amount of the letter of credit. In the event that Glazer elects not to sell to the Company any Glazer Shares, the Issuing Bank shall release all funds in the collateral account to the Company for the Company’s use without restriction and terminate the letter of credit. On January 7, 2020 the Company entered into a Letter of Credit and Reimbursement agreement with EagleBank for the benefit of Glazer and $9.3 million of funds were transferred from the escrow account to a collateral account with EagleBank as collateral for the Letter of Credit and Reimbursement agreement.

Nothing in the Glazer Purchase Agreement prohibits or restricts Glazer with respect to the purchase or sale of the Company’s warrants.

From January 1, 2020 to March 31, 2020, Glazer sold 5,800 shares on the open market and the Company paid Glazer $15,000 representing the amount at which $10.50 exceeded the selling price.

As of March 31, 2020, the Company’s debt in connection with the Glazer Purchase Agreement amounted to $9.2 million.

Nomura Global Financial Products

On October 31, 2019, the Company entered into an agreement (the “Confirmation”) with Nomura Global Financial Products, Inc. (“NGFP”) for an OTC Equity Prepaid Forward Transaction (the “Forward Transaction”). Pursuant to the terms of the Confirmation, NGFP agreed to waive any redemption right that would require the redemption of shares that it holds at the Business Combination Date in exchange for a pro rata amount of the funds held in the Trust Account provided that the Business Combination date occurred prior to December 12, 2019. Rather, NGFP, at its sole discretion, may either sell such shares in one or more transactions, publicly or privately, at a market price of at least $10.50 per share, or hold such shares for a period of time following the consummation of the Business Combination, at which time the Company will be required to purchase from NGFP, and NGFP will be required to sell to the Company, any such shares not otherwise previously sold by NGFP. The Confirmation provides that the Forward Transaction with NGFP is for up to 2,000,000 shares of common stock. The actual number of shares held by NGFP at the Business Combination Date was 1,623,000 shares of common stock (the “Subject Shares”).

The Confirmation provided that following the closing of the Business Combination, the Company transferred from the Trust Account an amount equal to (a) the aggregate number of the Subject Shares held by NGFP, multiplied by (b) the per share redemption price for shares of common stock out of the Trust Account (the “Forward Price”) (such actual aggregate cash amount, the “Prepayment Amount”), as a partial prepayment to NGFP of the amount to be paid to NGFP in settlement of the Forward Transaction upon the Valuation Date (as defined below) for the number of shares owned by NGFP at the closing of the Business Combination. The amount of the Prepayment Amount transferred to NGFP on November 25, 2019 was $17,044,584.

After the Business Combination Date, NGFP may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately, at any time prior to the Original Valuation Date or Extended Valuation Date (each as defined below, and each a “Valuation Date”) at a price per Subject Share not less than the Forward Price. Any Subject Shares sold by NGFP during the term of

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the Transaction will cease to be Subject Shares. NGFP will give written notice to the Company of any sale of Subject Shares by NGFP within two business days of the date of such sale, such notice to include the date of the sale, the number of Subject Shares sold, and confirmation that the sale price per Subject Share was not less than the Forward Price.

After the Business Combination Date, NGFP may also buy and sell additional shares for its own account or on behalf of third parties, and the pricing limitation set forth in the prior paragraph will not apply to any shares purchased after the closing of the Business Combination.

On each quarterly anniversary of the Business Combination Date (any such date, a “Cash Settlement Date”), NGFP will terminate the transaction in whole or in part by reducing the number of Subject Shares for the Forward Transaction (the reduction being “Terminated Shares”). The number of Terminated Shares with respect to any Cash Settlement Date will equal the number of Subject Shares sold by NGFP since the prior Cash Settlement Date (or with respect to the first Cash Settlement Date, the closing of the Business Combination). NGFP will notify the Company of the expected number of Terminated Shares not less than ten days prior to the applicable Cash Settlement Date. On each Cash Settlement Date, NGFP will pay the Company an amount equal to the product of (A) the number of Terminated Shares and (B) the Forward Price. With effect from the Cash Settlement Date, the remaining number of Subject Shares for the Forward Transaction will be reduced by the Terminated Shares.

The “Original Valuation Date” for the Forward Transaction will be the first anniversary of the closing of the Business Combination, provided that NGFP and the Company may, not later than ten days prior to the Original Valuation Date, agree, each in their sole discretion, to extend the Valuation Date to the second anniversary of the Business Combination (the “Extended Valuation Date”). At the Original Valuation Date or Extended Valuation Date, the Forward Transaction will be settled by NGFP delivering the remaining Subject Shares to the Company, and the Company paying NGFP an amount equal to the product of (x) the Forward Price, (y) the applicable Accrual Percentage (as defined below), and (z) the number of remaining Subject Shares. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before the Original Valuation Date, 2.75% per annum, and with respect to any settlement occurring after the Original Valuation Date, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the Business Combination and ending on the applicable day of the settlement.

For the three months ended March 31, 2020, financial expense amounted to $117,000.

9. NOTES PAYABLE

Notes payable to the Sellers

As consideration for the Business Combination, on November 25, 2019 the Company issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, (the “Convertible Notes”) and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Non-convertible Notes”).

Convertible Notes

As of March 31, 2020, the amount outstanding for Convertible Notes was $7.5 million and accrued interest on Convertible Notes was $76,000.

Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

Fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of these Convertible Notes plus all accrued and unpaid interest and fees due under these Notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date.

In the event that the Company receives, at any time while principal on these Convertible Notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Notes Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable no later than ten business days after the Company receives such Notes Financing Proceeds. In the event of a Financing where at any time the Company receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent of the remaining outstanding principal balance of these Convertible Notes, plus all accrued and unpaid interest and fees due under the Notes will be due and payable no later than ten business days after the Company receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”.

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In the event that these Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion. A conversion of any portion of these Convertible Note into shares of Company common stock will be effected at a conversion price equal to the Current Market Price as of the date of such conversion (the “Conversion Price”). The term “Current Market Price” means, generally, the average VWAP for the twenty consecutive trading days ending on the date that is five trading days prior to the date of conversion. The term “VWAP” means, for any trading day, the volume weighted average trading price of the Company’s common stock for such trading day on the NYSE (or if the Company’s common stock is no longer traded on the NYSE, on such other exchange as the Company’s common stock is then traded).

Non-convertible Notes

As of March 31, 2020, the amount outstanding for Non-convertible Notes was $7.5 million and accrued interest on Non-convertible Notes was $76,000.

Interest on the Non-convertible Notes shall accrue at a fixed interest rate equal to LIBOR plus a margin of one percent (1%) per annum, which interest rate as of the date hereof is one and ninety-one hundredths percent (1.91%). As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

The outstanding principal balance of the Non-convertible Notes, plus all accrued and unpaid interest and fees due under these notes, shall be due and payable, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), no later than ten (10) business days after the Company receives the Financing Proceeds.

Notes payable - Other

Prior to the closing of the Business Combination, the Company had issued to several of its stockholders or their affiliates various promissory notes that were due to be paid in full upon the closing of the Business Combination (such notes referred to collectively as either the “Extension Notes” or the “Working Capital Notes”). In conjunction with the completion of the Business Combination, the Company and each of GigAcquisitions, LLC (the “Sponsor”) and an affiliate of the Sponsor, GigFounders, LLC, agreed to amend and restate the Extension Notes and Working Capital Notes held by them to provide that in lieu of repaying such promissory notes in full upon the closing of the Business Combination, the outstanding principal balance of such amended and restated notes (the “Amended Extension Notes” and the “Amended Working Capital Notes”), plus all accrued and unpaid interest (as described below) and fees due under the Amended Extension Notes and Amended Working Capital Notes, shall, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), be due and payable no later than ten business days after the Company receives the Financing Proceeds. Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. None of the Amended Extension Notes or Amended Working Capital Notes will be convertible into securities of the Company. On March 31, 2020, all of the other holders of Extension Notes and Working Capital Notes similarly agreed to amend and restate these notes to exchange them into Amended Extension Notes and Amended Working Capital Notes.

As of March 31, 2020, the outstanding amount of the notes payable for these notes was $3.6 million of which $1.9 million was due to related parties.

On March 6, 2020, the Company issued to Northland, a promissory note for the principal amount of $400,000 as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination. This note bears interest at the rate of 8.0% per annum and matures on December 31, 2020.

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10. PREFERENCE SHARES LIABILITIES

Preference shares liabilities amounting to $2,000 and $2.5 million as of March 31, 2020 and December 31, 2019, respectively, represent the Company’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement.

On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share. As a result of this modification, the total preference shares obligation was reduced to Indian Rupee 132,000 ($2,000 at the March 31, 2020 exchange rate).

On January 31, 2020, the Company agreed to pay to the eligible employees of the preference shares, performance bonuses for a total amount of $3.5 million (at the March 31, 2020 exchange rate), to be paid in 2020, as a replacement of the preference shares obligation.

On March 24, 2020, given the prevailing situation of the COVID-19 pandemic both globally and in India, the Company agreed with two of the eligible employees to delay payment of their performance bonuses, for a total amount of $1.4 million (at the March 31, 2020 exchange rate), and evaluate the timeline for payment thereof at a later date.

11. OTHER CURRENT AND LONG-TERM LIABILITIES

Other current liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Liabilities for tax other than income tax	$	1,038	$	583
Social securities liabilities		184		256
Accrued financial interest		413		149
Other liabilities		388		391
Total other current liabilities	$	2,023	$	1,379

Other long-term liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Payable to supplier (1)	$	2,700	$	2,700
Long-term performance bonuses		1,433		—
Derivative contract liabilities		73		80
Other long-term liabilities		393		375
Total other long-term liabilities	$	4,599	$	3,155

(1) This obligation was settled by issuance of a note payable on May 1, 2020, when the settlement agreement with the supplier was executed. Refer to Note 19 – Subsequent events – for further details.

12. GEOGRAPHIC INFORMATION

Revenue by geographic area is determined on the basis of the location of the customer. The Company generates its revenue primarily in Italy and India. The following table sets forth revenue by geographic area for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Italy	$	14,608	$	13,408
India		8,893		8,171
United States		4,289		1,692
Europe (excluding Italy)		2,573		3,598
Rest of the world		3,270		856
Total	$	33,633	$	27,725

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	Three Months Ended March 31,
	2020			2019
Italy		43.4	%		48.4	%
India		26.4	%		29.5	%
United States		12.8	%		6.1	%
Europe (excluding Italy)		7.7	%		13.0	%
Rest of the world		9.7	%		3.0	%

As of March 31, 2020, the majority of the Company’s long-lived assets are located in Italy. The following table sets forth long-lived assets by geographic area as of March 31, 2020 and December 31, 2019 (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Italy	$	1,965	$	1,772
India		1,115		1,162
United States		787		437
Rest of the world		21		22
Total	$	3,888	$	3,393

	As of March 31,			As of December 31,
	2020			2019
Italy		50.5	%		52.2	%
India		28.7	%		34.2	%
United States		20.3	%		12.9	%
Rest of the world		0.5	%		0.7	%

13. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company entered into various operating lease agreements that expire over various years in the next 7 years. The Company’s Milan office lease contains an option to renew the lease for 6 years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Rent expense was $309,000 and $196,000 for the three months ended March 31, 2020 and 2019, respectively.

Future minimum lease payments under operating leases as of March 31, 2020 are as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	541
2021		527
2022		508
2023		400
2024		312
2025 and thereafter		416
Total Minimum Lease Payments	$	2,704

Contingencies

As of March 31, 2020, the Company had contingent liabilities of $126,000, relating to a tax appeal of Solutions Infini for which no provision was recognized as its occurrence was deemed remote.

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14. RESTRICTED STOCK UNITS (RSUs)

On March 24, 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of the Company. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021.

The following table sets forth the activity related to the number of outstanding RSUs for the three months ended March 31, 2020:

	Number of shares			Weighted- average grant date fair value (per share)
Non-vested as of December 31, 2019		3,336,095		$	8.25
Vested		(137,104	)		8.25
Granted		113,506			6.23
Cancelled		(132,897	)		8.25
Non-vested as of March 31, 2020		3,179,600		$	8.18

RSUs compensation expense for the three months ended March 31, 2020 was $6.2 million, which was recorded as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	1,312	$	—
Sales and marketing		1,053		—
General and administrative		3,839		—
Total	$	6,204	$	—

As of March 31, 2020, there was $19.2 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.55 years.

15. INCOME TAXES

The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

The Company recorded an income tax benefit of $589,000 and an income tax expense $79,000 for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, the Company had $2.1 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in $321,000 of tax expense.

The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of March 31, 2020, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax.

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16. NET LOSS PER SHARE

The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Accordingly, weighted average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data):

	Three Months Ended March 31,
	2020			2019
Net loss	$	(8,823	)	$	(1,379	)
Weighted-average shares used to compute net loss per common share, basic and diluted		19,979,589			10,687,106
Net loss per common share, basic and diluted	$	(0.44	)	$	(0.13	)

The Company generated a net loss for each of the three months ended March 31, 2020 and 2019. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be anti-dilutive on the net loss per share.

For the three months ended March 31, 2020, the weighted-average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 14,346,056 (zero for the three months ended March 31, 2019).

Warrants

Warrants will only be exercisable for whole shares at $11.50 per share. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants there were included in the Units. That registration statement was filed by the Company on May 4, 2020 and declared effective by the SEC on May 8, 2020. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the Warrant holder. Each Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.

As of March 31, 2020, there were 11,154,938 warrants outstanding.

17. TRANSACTIONS WITH RELATED PARTIES

During the three months ended March 31, 2020 and 2019, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:

i. Unsecured convertible promissory notes and unsecured non-convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero and the shares are beneficially owned by Mr. Calogero who is the Chief Executive Officer and a director of Kaleyra. Esse Effe is affiliated with a former director of the Company and which holds an interest in the Company. The outstanding amount due by the Company was $15.0 million plus $152,000 of accrued interest as of March 31, 2020 ($15.0 million plus $43,000 of accrued interest as of December 31, 2019). See Note 9 – Notes Payable – for additional information;

ii. Unsecured promissory notes issued by the Company to the Sponsor and GigFounders, LLC. The outstanding amount due by the Company was $1.9 million. Accrued interest on these promissory notes amounted to $19,000 as of March 31, 2020 ($1.9 million and $5,000 of accrued interest as of December 31, 2019). See Note 9 – Notes Payable – for additional information;

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iii. Legal services rendered by a partner of Studio Legale Chiomenti, that is a family member of a key manager of the Company. Costs incurred by the Company for the above services were $56,000 and zero in the three months ended March 31, 2020 and 2019;

iv. Loans granted to Company’s directors and executive managers (at the reporting date, also Company’s stockholders) whose outstanding amount was $21,000 and $22,000 as of March 31, 2020 and December 31, 2019, respectively; and

v. As of March 31, 2020 and December 31, 2019, the outstanding obligation for preference shares due to executive managers was $1,000 and $1.8 million, respectively. As mentioned above, in the three months ended March 31, 2020, as a result of a modification of the 2018 Solutions Infini Purchase Agreement, a significant portion of the liability for preference shares was reversed to the statement of operations. See Note 10 – Preference Shares Liabilities – for further details.

The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	—	$	94
General and administrative		56		94
Financial income (expense), net		122		—

18. REVENUE

Revenue Recognition

The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities.

The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies a performance obligation.

Nature of Products and Services

The Company's revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions to large enterprises, as well as small and medium-sized customers.

The Company’s revenue is recognized upon the sending of a SMS message or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit.

Platform access is considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 98% and 99% of total revenue, for the three months ended March 31, 2020 and 2019, respectively.

Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 2% and 1% of total revenue for the three months ended March 31, 2020 and 2019, respectively.

The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met.

Contract Balances

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The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of March 31, 2020 and December 31, 2019.

Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of March 31, 2020 and December 31, 2019, the Company recorded $1.5 million and $1.4 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three months ended March 31, 2020, the Company recognized $647,000 of revenue that was included in the deferred revenue as of December 31, 2019.

Disaggregated Revenue

In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 12 – Geographic Information for details of revenue by geographic area.

19. SUBSEQUENT EVENTS

On April 7, 2020, Kaleyra S.p.A. received the approval by UBI Banca S.p.A. to postpone the amounts due under the existing loans for the next 6 months. As a result of this approval, the Company will postpone the payments of approximately $694,000 beyond the next 6 months.

On April 9, 2020, Kaleyra S.p.A. received the approval by UniCredit to postpone the amounts due under the existing loans for the next 6 months. As a result of this approval, the Company will postpone the payments of approximately $1.6 million beyond the next 6 months.

On April 9, 2020, the Company repurchased 50,000 shares of its common stock from KAF in connection with the KAP Amendments for a total purchase price of approximately $0.5 million.

On April 16, 2020, in connection with the previously consummated Business Combination, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and collectively the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate, as follows: (i) $2.7 million in the aggregate in common stock of the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of the Company by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement”) and the common stock underlying the Warrant Agreement (the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares shall be calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which Kaleyra files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

On April 24, 2020, Kaleyra S.p.A. received the approval by Simest S.p.A. to postpone the amounts due under the existing loans in 2020. As a result of this approval, the Company will postpone the payments of approximately $350,000 beyond December 31, 2020.

On April 29, 2020, the Company issued 1,763,633 shares (the “2019 Earnout Shares”) of the Company’s common stock, par value $0.0001 per share, at a fair value of $7.00 per share.

On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan; and (ii) convertible promissory notes in the aggregate principal amount of $2.7 million to Cowen

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Investments and Chardan, consisting of a convertible promissory note in the principal amount of $2.3 million issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note”), respectively. The unpaid principal of the Cowen Note is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following management’s discussion and analysis in conjunction with the condensed consolidated financial statements of Kaleyra and the related notes included elsewhere in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. The discussion below includes forward-looking statements about Kaleyra’s business, operations and industry that are based on current expectations that are subject to uncertainties and unknown or changed circumstances. Kaleyra’s actual results may differ materially from these expectations as a result of many factors, including, but not limited to, those risks and uncertainties described under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q. We assume no obligation to update the forward-looking statements or such risk factors.

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference include forward‑looking statements within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are also made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to Kaleyra’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Overview

On November 25, 2019, the Company (f/k/a GigCapital, Inc.) completed the acquisition of Kaleyra S.p.A., pursuant to the terms of a Stock Purchase Agreement (the “Business Combination”). In connection with the Closing, the Company changed its name from GigCapital, Inc. to Kaleyra, Inc. GigCapital, Inc. was incorporated in Delaware on October 9, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service or CPaaS market, headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States.

Kaleyra S.p.A. is a result of the expansion of the former Ubiquity, which was founded in Milan, Italy in 1999.

After securing a leading market position in mobile messaging in the Italian financial services industry, Kaleyra S.p.A. sought to expand its products and geographic offerings. Ubiquity acquired Solutions Infini in Bangalore, India beginning in 2017 and Buc Mobile in Vienna, Virginia in 2018. It was rebranded Kaleyra S.p.A. in February 2018.

Kaleyra provides its customers and business partners with a trusted cloud communications platform (the “Platform”) that seamlessly integrates software services and applications for business-to-consumer communications between Kaleyra’s customers and their end-user customers and partners on a global basis. These communications are increasingly managed through mobile network operators as the gateway to reach end-user consumers’ mobile devices. Kaleyra’s Platform enables these communications by integrating mobile alert notifications and interactive capabilities to reach and engage end user customers. It does so, coupled with a “software as a service” (SaaS) business model, creating what is generally referred to as a “cloud communications platform as a service”, or simply CPaaS. Kaleyra’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its Platform.

Kaleyra’s vision is to be the CPaaS provider which best aligns with its customers’ communication requirements, or most trusted provider, in the world. This requires a combination of security, compliance and integration capabilities that protects the integrity and privacy of Kaleyra’s customers’ and business partners’ transactions and includes other key features such as ease of provisioning, reliable network connectivity, high availability for scaling, redundancy, embedded regulatory compliance, configurable monitoring and reporting. Kaleyra believes the percentage of CPaaS customers that will require security, compliance and integration will represent an increasingly larger portion of the market, particularly with the expected exponential growth of transactional-by-nature cloud communications applications, better enabling Kaleyra to set itself apart from its competition.

During the three months ended March 31, 2020, Kaleyra processed nearly 7 billion billable messages and 0.9 billion voice calls. Kaleyra organizes its efforts in four principal offices in New York, New York, Vienna, Virginia, Milan, Italy and Bangalore, India with an employee base of almost 260 employees.

Kaleyra has more than 3,000 customers and business partners worldwide across industry verticals such as financial services, ecommerce and transportation, with no single customer representing more than 15% of revenues. In the three months ended March 31, 2020 and 2019, Kaleyra had zero and one customer, Telecom Italia S.p.A., which accounted for more than 10% of Kaleyra’s revenues. Kaleyra has multiple, large European commercial banks as business partners, with one of these partners, Intesa Sanpaolo S.p.A., accounting for more than 10% of Kaleyra’s business volume in the three months ended March 31, 2020 and 2019.

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Although Kaleyra continues to expand by introducing new customers to the Platform, the breadth and stability of its existing customers provide it with a solid base of revenue upon which it can continue to innovate and make investment to strengthen its product portfolio, expand its global presence, and in particular into the North America and Asia-Pacific markets with the acquired Solutions Infini and Buc Mobile businesses, recruit world-class talent and target accretive acquisitions to capitalize on its growing market penetration opportunities and value creation.

Kaleyra’s underlying technology used in the Platform is the same across all of its communication services which can generally be described as “omni-channel mobile first interactive notifications via a public or private cloud implementation.” These services include programmable voice/Interactive Voice Response (IVR) configurations, inbound/outbound short message service capabilities, hosted telephone numbers, and other types of IP communications services such as e-mail and WhatsApp®.

Kaleyra’s customers are enterprises which use digital, mobile communications in the conduct of their business. Kaleyra’s Platform enables these communications by integrating mobile alert notifications and interactive capabilities to reach and engage end user customers. Kaleyra enables its customers and business partners to connect enterprise software and applications to mobile network operators by providing a single simple interface by which Kaleyra can undertake as necessary to make upgrades in its service offerings to account for new end-user consumer behavior changes and progress (such as adding WhatsApp integration).

Kaleyra services a broad base of customers throughout the world operating in diverse businesses and regions. Kaleyra’s business is generated by providing data to the telecommunications provider and transmitting message data from its customers or business partners. Kaleyra has a concentration of business within the financial services industry that serves their major European banking end-user customers. With each relationship Kaleyra is the link between the financial institutions and their unique, end-user customers. In linking these two parties, Kaleyra’s Platform leverages the telecommunications provider to transmit critical message data to these end-user customers.

For the three months ended March 31, 2020 and 2019, all of Kaleyra’s revenue was derived from its messaging products in the CPaaS market.

Kaleyra’s revenue is primarily driven by the number of messages delivered to its customers and business partners. Kaleyra’s fees vary depending on the contract. In the three months ended March 31, 2020, the number of messages delivered to customers increased by 6%, compared to the three months ended March 31, 2019. Such increase was driven by new services delivered to existing customers and business partners as well as to a volume delivered to a new customer.

Kaleyra’s business partners in Italy mainly consist of banks and other credit card issuers that connect to their customers (end-user customers) sending highly secured and reliable messages through Kaleyra’s platform.

Volume increase has been driven by the increased number of digital payments transactions made by the end-user customers (such as credit card transactions and other digital payments) and by the increasing penetration rate of digital payments in the underlying payments markets. Kaleyra is exposed to fluctuations of the currencies in which its transactions are denominated. Specifically, a material portion of Kaleyra’s revenues and purchases are denominated in Euro and Indian Rupees.

FACTORS AFFECTING COMPARABILITY OF RESULTS

The Business Combination

The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, Kaleyra, Inc. is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination is treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization.

The net assets of Kaleyra, Inc. are stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Kaleyra S.p.A. The shares and net loss per share available to holders of Kaleyra’s common stock, prior to the Business Combination, have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

As consideration for the Business Combination, on November 25, 2019 (the “Business Combination Date”), Kaleyra issued, in the aggregate, 10,687,106 shares of common stock to the Sellers.

In addition, as consideration for the Business Combination, on November 25, 2019 Kaleyra issued unsecured convertible promissory notes to each of Esse Effe S.p.A (“Esse Effe”) and Maya Investments Limited (“Maya”) in the amount of $6.0 million and $1.5 million, respectively, and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts. See “Liquidity and Capital Resources” below.

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COVID-19

The current COVID-19 pandemic has affected and will continue to affect economies and business around the world. To date, various governmental authorities and private enterprises have implemented numerous measures to contain the pandemic, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, which have led to severe disruptions to the global economies that may continue for a prolonged duration and trigger a recession or a period of economic slowdown. We do not yet know the full extent of potential impacts on our revenues, business operations or overall financial condition. The extent and duration of the pandemic is highly uncertain and difficult to predict. We are actively monitoring and managing our response and assessing actual and potential impacts to our operating results and financial condition, which could also impact trends and expectations.

Restricted Stock Units (“RSUs”)

In December 2019, RSUs were granted to certain employees, directors and advisory board members of Kaleyra for a total of 3,336,095 RSUs shares with an aggregate grant date fair value of $27.5 million, based on a per share grant date fair value of $8.25.

In March 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of the Company.

RSUs compensation expense for the three months ended March 31, 2020 was $6.2 million of which $1.3 million is recorded in research and development, $1.1 million in sales and marketing, and $3.8 million in general and administrative.

As of March 31, 2020, there was $19.2 million of unrecognized compensation cost related to non-vested RSUs.

Preference shares liabilities and accrued performance bonuses

Preference shares liabilities amounting to $2,000 and $2.5 million as of March 31, 2020 and December 31, 2019, respectively, represent the Company’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement.

On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share. As a result of this modification, effective on January 30, 2020, the total preference shares obligation was reduced to Indian Rupee 132,000 ($2,000 at the March 31, 2020 exchange rate).

On January 31, 2020, the Company agreed to pay, to the eligible employees of the preference shares, performance bonuses for a total amount of $3.5 million (at the March 31, 2020 exchange rate), to be paid in 2020, as a replacement of the preference shares obligation.

On March 24, 2020, given the prevailing situation of the COVID-19 pandemic both globally and in India, the Company agreed with two of the eligible employees to delay payment of their performance bonuses, for a total amount of $1.4 million (at the March 31, 2020 exchange rate), and evaluate the timeline for payment thereof at a later date.

As a result of the modification and agreements described above, $2.5 million of preference shares obligation was reversed to the statement of operations for the three months ended March 31, 2020 and $3.7 million of performance bonuses were recorded in the same period resulting in a $1.2 million net impact to the condensed consolidated statement of operations (before tax).

For the three months ended March 31, 2020 and 2019, the net impact of the preference shares amendment and the performance bonus agreements, on loss before income tax expense (benefit) was as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Research and development	$	524		$	—
Sales and marketing		1,093			—
General and administrative		(30	)		—
Financial income (expense), net		(417	)		—
Total	$	1,170		$	—

In addition, the accrual of the performance bonuses mentioned above resulted in a $920,000 tax deduction for the three months ended March 31, 2020, as, unlike preference shares costs, performance bonus expenses are deductible for tax purposes.

Critical Accounting Policies and Management Estimates

Our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Our critical accounting policies and significant estimates have not changed substantially from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the recent outbreak of a novel strain of the coronavirus (“COVID-19”).

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Key Business Metrics

Revenue

Kaleyra’s revenue is generated primarily from usage-based fees earned from the sale of communication services offered through software solutions to large enterprises, as well as small and medium-sized customers. Revenue can be billed in advance or in arrears depending on the terms of the agreement; for the majority of customers, revenue is invoiced on a monthly basis in arrears.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of costs of communications services purchased from network service providers. Cost of revenue also includes the cost of Kaleyra’s cloud infrastructure and technology platform, amortization of capitalized internal-use software development costs related to the platform applications and amortization of developed technology acquired in past business combinations.

Gross profit is equal to the revenue less cost of revenue associated with delivering the communication services to Kaleyra’s customers.

Operating Expenses

Kaleyra’s operating expenses include research and development expense, sales and marketing expense, general and administrative expense, transactions costs and depreciation and amortization, excluding the depreciation and amortization expense related to the technology platform.

Research and Development Expense

Research and development expense consists primarily of personnel costs, including stock-based compensation, the costs of the technology platform used for staging and development, outsourced engineering services, amortization of capitalized internal-use software development costs (other than those related to the technology platform) and an allocation of general overhead expenses. Kaleyra capitalizes the portion of its software development costs that meet the criteria for capitalization.

Sales and Marketing Expense

Sales and marketing expense is comprised of compensation, variable incentive compensation, benefits related to Kaleyra’s sales personnel, along with travel expenses, other employee related costs including stock- based compensation, and expenses related to advertising, marketing programs and events.

General and Administrative Expense

General and administrative expense is comprised of compensation and benefits of administrative personnel, including variable incentive pay and stock-based compensation, and other administrative costs such as facilities expenses, professional fees, and travel expenses.

Results of Operations

Comparison of the three months ended March 31, 2020 and 2019 is as follows (in thousands):

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	Three Months Ended March 31,
	2020			2019			$ Change			% Change
Revenue	$	33,633		$	27,725		$	5,908			21	%
Cost of revenue (1)		28,902			22,476			6,426			29	%
Gross profit		4,731			5,249			(518	)		(10	%)
Operating expenses:
Research and development (2)		2,810			1,196			1,614			135	%
Sales and marketing (1)(2)		3,743			1,472			2,271			154	%
General and administrative (2)		7,759			3,779			3,980			105	%
Total operating expenses		14,312			6,447			7,865			122	%
Loss from operations		(9,581	)		(1,198	)		8,383		NM
Other income, net		42			82			(40	)		(49	%)
Financial income (expense), net		(41	)		70			(111	)		(159	%)
Foreign currency income (loss)		168			(254	)		422			(166	%)
Loss before income tax expense (benefit)		(9,412	)		(1,300	)		8,112		NM
Income tax expense (benefit)		(589	)		79			(668	)	NM
Net loss	$	(8,823	)	$	(1,379	)	$	7,444		NM

NM = Not meaningful

(1) For the three months ended March 31, 2020 and 2019, the expense includes amortization of intangible assets acquired in a business combination as noted in the table below (in thousands):

	Three Months Ended March 31,
	2020		2019
Cost of revenue	$	160	$	163
Sales and marketing		257		281
Total	$	417	$	444

(2) For the three months ended March 31, 2020 and 2019, operating expenses include stock-based compensation related to RSUs as noted in the table below (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	1,312	$	—
Sales and marketing		1,053		—
General and administrative		3,839		—
Total	$	6,204	$	—

Revenue

In the three months ended March 31, 2020, revenue increased by $5.9 million, or 21%, compared to the three months ended March 31, 2019. This increase was primarily attributable to an increase in message activity volume, partially offset by a change in the business mix with a shift towards services with lower prices.

Cost of Revenue and Gross Profit

In the three months ended March 31, 2020, cost of revenue increased by $6.4 million, or 29%, compared to the three months ended March 31, 2019. The increase in cost of revenue was primarily attributable to the increase in message activities and to the increase of average connectivity costs. In the three months ended March 31, 2020, gross profit decreased by 10% compared to the three months ended March 31, 2019, mainly as a result of the effects of higher connectivity costs temporarily incurred during the initial delivery phase of new customer accounts that generated significant transaction volumes in the three months ended March 31, 2020.

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Operating Expenses

In the three months ended March 31, 2020, research and development expenses increased by $1.6 million, compared to the three months ended March 31, 2019. Research and development expenses included $1.3 million of stock-based compensation and a net impact of $524,000 for the Solutions Infini performance bonuses and preference shares amendment in the three months ended March 31, 2020, compared to zero for both items, in the three months ended March 31, 2019. Excluding such costs, research and development expenses would have decreased by $222,000 mainly due to a $731,000 increase in capitalized software development costs in the three months ended March 31, 2020, partially offset by an increase in the headcount compared to same period last year.

In the three months ended March 31, 2020, sales and marketing expenses increased by $2.3 million compared to the three months ended March 31, 2019. Sales and marketing expenses included $1.1 million of stock-based compensation and a net impact of $1.1 million for the Solutions Infini performance bonuses and preference shares amendment in the three months ended March 31, 2020, compared to zero for both items, in the three months ended March 31, 2019. Excluding such costs, sales and marketing expense would have increased by $125,000. Such increase was primarily attributable to higher consulting costs and marketing expenses, partially offset by a decrease in headcount compared to same period last year.

In the three months ended March 31, 2020, general and administrative expenses increased by $4.0 million compared to the three months ended March 31, 2019. General and administrative expenses included (i) $3.8 million of stock-based compensation in the three months ended March 31, 2020, compared to zero in the three months ended March 31, 2019; and (ii) $773,000 and $581,000 transaction costs and costs pertaining to initial public company compliance in the three months ended March 31, 2020 and 2019, respectively. Excluding such costs, general and administrative expenses would have been substantially in line compared to the same period last year.

Other Income, Net

In the three-month period ended March 31, 2020, other income, net decreased by $40,000, compared to three months ended March 31, 2019. Such decrease is mainly attributable to the fact that in the three months ended March 31, 2019 this item included certain government incentives received by Kaleyra in connection with research and development activities which were not received in the three-month period ended March 31, 2020.

Financial Income (Expense), Net

In the three months ended March 31, 2020, financial income (expense), net decreased by $111,000, compared to the same period last year, from a financial income of $70,000 to a financial expense of $41,000. Such decrease is attributable to the combined effects of (i) a decrease in financial income in the three months ended March 31, 2020 compared to same period last year, mainly as a result of lower gains on derivatives recorded in the three months ended March 31, 2020; and (ii) an increase in interest expense in the three months ended March 31, 2020 compared to same period last year, due to more bank and other borrowings compared to the same period last year. The increase in interest expense on bank and other borrowings, was partially offset by the reversal of interest expense previously accrued on the preference share obligations related to the amendment signed in January 2020. Excluding such non-recurring preference share interest reversal, amounting to $417,000, financial expense, net would have increased by $376,000 in the three months ended March 31, 2020 compared to the same period last year.

Foreign Currency Income (Loss)

In the three months ended March 31, 2020, foreign currency income (loss) increased by $422,000, compared to three months ended March 31, 2019. Such change was mainly attributable to the effects of the fluctuation of the Indian Rupee and Euro against the U.S. dollar.

Income Tax Expense

In the three months ended March 31, 2020, income tax expense decreased by $668,000 from an income tax expense of $79,000 to an income tax benefit of $589,000 mainly due to deferred tax assets recognized on Solution Infini performance bonuses.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2020, the Company had $16.2 million of cash and cash equivalents, $20.8 million of restricted cash and $3.1 million of short-term investments with maturity terms between 4 and 12 months held in India. As of December 31, 2019, the Company had $16.1 million of cash and cash equivalents, $20.9 million of restricted cash and $5.1 million of short-term investments. Restricted cash is held in the Unites States and consists of cash deposited into savings or escrow accounts with two financial institutions as collateral for Kaleyra’s respective obligations under each of the Forward Share Purchase Agreements with Glazer Capital and Yakira Capital Management, Inc.

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Management currently plans to retain the cash in the jurisdictions where these funds are currently held. Kaleyra believes its cash, cash flows from operations and availability of borrowings will be sufficient to support its planned operations for at least the next 12 months.

Kaleyra finances its operations through a combination of cash generated from operations and from borrowings under Kaleyra bank facilities primarily with banks located in Italy. Kaleyra’s long-term cash needs primarily include meeting debt service requirements, working capital requirements and capital expenditures.

Kaleyra may also pursue strategic acquisition opportunities that may impact its future cash requirements. There are a number of factors that may negatively impact its available sources of funds in the future including the ability to generate cash from operations, obtain additional financing or refinance existing short-term debt obligations, including those related to acquisitions completed in prior periods and including the obligation related to the forward share purchase agreements in case the third-parties involved exercise their put options. The amount of cash generated from operations is dependent upon factors such as the successful execution of Kaleyra’s business strategies and worldwide economic conditions. The amount of debt available under future financings is dependent on Kaleyra’s ability to maintain adequate cash flow for debt service and sufficient collateral, and general financial conditions in Kaleyra’s market.

Kaleyra may opportunistically raise debt capital, subject to market and other conditions, to refinance its existing capital structure at a lower cost of capital and extend the maturity period of certain debt. Additionally, Kaleyra may also raise debt capital for strategic opportunities which may include acquisitions of additional companies, and general corporate purposes. If additional financing is required from outside sources, Kaleyra may not be able to raise it on terms acceptable to it or at all. If Kaleyra is unable to raise additional capital when desired, Kaleyra’s business, operating results and financial condition may be adversely affected.

Kaleyra has a number of long-standing business and banking relationships with major Italian commercial banks where it maintains both cash accounts and a credit relationship. Historically, Kaleyra has used cash generated from operations to fund its growth and investment opportunities. As Kaleyra’s management made the decision to expand its operations outside of Italy and acquired additional companies, it took on certain additional financing in order to fund cash payments due on the acquisitions. As of March 31, 2020, Kaleyra’s total bank and other borrowings, including amounts drawn under the revolving credit line facilities was $31.8 million ($27.3 million as of December 31, 2019).

Kaleyra has credit line facilities of $6.6 million as of March 31, 2020, of which $5.3 million has been used. As of December 31, 2019, Kaleyra had credit line facilities of $5.6 million, of which $3.6 million had been used. Amounts drawn under the credit line facilities are collateralized by specific customer trade receivables and funds available under the line are limited based on eligible receivables.

Promissory Note payable to supplier

On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”), a promissory note for the principal amount of $400,000 as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

Notes Payable to the Sellers

As mentioned above, at the Closing of the Business Combination, Kaleyra issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Notes payable to the Sellers”). Interest on the Notes Payable to the Sellers will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the date of the Business Combination, plus a margin of one percent (1%) per annum.

Notes Payable to the Founders

Prior to the closing of the Business Combination, the Company had issued to several of its stockholders or their affiliates (collectively, the “Founders”) various promissory notes that were due to be paid in full upon the closing of the Business Combination (such notes referred to collectively as either the “Extension Notes” or the “Working Capital Notes”). In conjunction with the completion of the Business Combination, the Company and each of GigAcquisitions, LLC (the “Sponsor”) and an affiliate of the Sponsor, GigFounders, LLC, agreed to amend and restate the Extension Notes and Working Capital Notes held by them to provide that in lieu of repaying such promissory notes in full upon the closing of the Business Combination, the outstanding principal balance of such amended and restated notes (the “Amended Extension Notes” and the “Amended Working Capital Notes”), plus all accrued and unpaid interest (as described below) and fees due under the Amended Extension Notes and Amended Working Capital Notes, shall, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), be due and payable no later than ten business days after the Company receives the Financing Proceeds. Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest

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rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. None of the Amended Extension Notes or Amended Working Capital Notes will be convertible into securities of the Company. On March 31, 2020, all of the holders of Extension Notes and Working Capital Notes similarly agreed to amend and restate these notes to exchange them into Amended Extension Notes and Amended Working Capital Notes. As of March 31, 2020, the outstanding amount for these notes amounted to $3.6 million of which $1.9 million is due to related parties.

Forward Share Purchase Agreements obligations

In 2019, Kaleyra entered into certain Forward Share Purchase Agreements or similar arrangements with third parties including: Greenhaven Road Capital Fund 1, LP, Greenhaven Road Capital Fund 2, LP (together, “Greenhaven”); Yakira Capital Management, Inc. (“Yakira”), Kepos Alpha Fund L.P, (“KAF”), Glazer Capital, LLC (“Glazer”) and Nomura Global Financial Products, Inc. (“NGFP”). In connection with such Forward Share Purchase Agreements or similar arrangements, Kaleyra assumed the obligations to repurchase its own shares at a fixed price subject to certain condition described in the agreements. See Note 9 of the condensed consolidated financial statements for a description of the Forward Share Purchase Agreements.

As of March 31, 2020, Kaleyra’s debt for Forward Share Purchase Agreements amounted to $31.5 million. As mentioned above, as of March 31, 2020 the Company had restricted cash as collateral for its obligations under the Forward Share Purchase Agreements with Glazer Capital and Yakira of $20.8 million. Kaleyra had also prepaid $17.0 million for its potential forward repurchase of shares from NGFP, but would owe, in the event of a forward repurchase, an amount equal to (x) $10.5019, (y) the applicable Accrual Percentage (as defined below), and (z) the number of shares being repurchased from NGFP. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before November 25, 2020, 2.75% per annum, and with respect to any settlement occurring after that date but no later than November 25, 2021, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the closing of the Business Combination and ending on the applicable day of the settlement.

On January 23, 2020, the Company entered into Amendment No. 3 to the Greenhaven Forward Share Purchase Agreement (the “Greenhaven Amendment”). The Greenhaven Amendment provides that Greenhaven has the right to put its subject shares to the Company on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to the Company on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to the Company on August 30, 2020. Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, the Company repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, the Company paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. On August 30, 2020, the Company shall pay Greenhaven an amount equal to (1) the number of shares (including any Additional Shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share.

On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020, the Company entered into Amendment No. 4 (the “KAF Amendments”). On April 9, 2020, KAF sold 50,000 Shares to the Company at the price of $10.92 per share. According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “KAF Share Purchase Price”). In the event the closing occurs after May 7, 2020, the KAF Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any shares (including any Additional Shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including any Additional Shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share. Should the Company fail to make this payment, the Company shall, without prejudice or limitation to any other remedies available to KAF in law or equity, pay a penalty on such amount due at the rate of 18% per annum from the due date until the date of payment in full.

On February 7, 2020, the forward share purchase agreement with Yakira was amended (the “First Yakira Amendment”). The First Yakira Amendment provides that the Company may be obligated to purchase some or all of 43,930 shares that resulted from the conversion of rights if Yakira exercises an option to sell such shares to the Company at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six-month anniversary of the Business Combination Date.

On May 9, 2020, the Company entered into a second amendment to the forward share purchase agreement with Yakira (the “Second Amendment”). The Second Amendment provides that the Company will purchase from Yakira these 43,930 shares as soon as practicable on or after December 31, 2020.

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Long-term financial obligations

Long-term financial obligations, excluding Debt for Forward Share Purchase Agreements, the Notes Payable to the Sellers, the Notes Payable to the Founders, and credit line facilities, consisted of the following (in thousands):

									Interest Nominal Rate
	As of March 31,		As of December 31,			Interest			As of March 31,			As of December 31,
	2020		2019		Maturity	Contractual Rate			2020			2019
UniCredit S.p.A.    (Line A Tranche (1)	$	3,219	$	3,609	January 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A.    (Line A Tranche (2)		151		167	May 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A. (Line B)		2,941		3,229	November 2023	Euribor 3 months + 2.90%				2.60	%		2.60	%
UniCredit S.p.A. (Line C)		2,497		2,787	February 2023	Euribor 3 months + 3.90%				3.53	%		3.53	%
Intesa Sanpaolo S.p.A.    (Line 1)		834		988	October 2021	Euribor 3 months + 1.80%				1.88	%		1.88	%
Intesa Sanpaolo S.p.A.    (Line 2)		3,841		4,183	October 2023	Euribor 3 months + 2.60%				2.60	%		2.60	%
UBI Banca S.p.A. (Line 1)		257		332	February 2021		1.25	%		1.25	%		1.25	%
UBI Banca S.p.A. (Line 2)		1,198		1,499	April 2021	Euribor 3 months +1.95%				1.55	%		1.55	%
Monte dei Paschi di    Siena S.p.A. (Line 1)		457		521	April 2022		0.95	%		0.95	%		0.95	%
Monte dei Paschi di    Siena S.p.A. (Line 2)		2,190		—	June 2023		1.50	%		1.50	%		—
Banco Popolare di Milano    S.p.A. (Line 1)		1,312		1,336	June 2023	Euribor 3 months + 2.00%				2.00	%		2.00	%
Banco Popolare di Milano    S.p.A. (Line 2)		—		3,893	September 2022	Euribor 3 months + 2.00%				—			2.00	%
Banco Popolare di Milano    S.p.A. (Line 3)		6,517		—	March 2024	Euribor 3 months + 3.00%				2.16	%		—
Simest 1		275		280	December 2022		0.50	%		0.50	%		0.50	%
Simest 2		273		279	December 2022		0.50	%		0.50	%		0.50	%
Simest 3		503		512	December 2022		0.50	%		0.50	%		0.50	%
Finlombarda S.p.A.		81		83	December 2020		0.50	%		0.50	%		0.50	%
Total bank and other    borrowings		26,546		23,698
Less: current portion		5,925		7,564
Total long-term portion	$	20,621	$	16,134

All financial liabilities are unsecured borrowings of Kaleyra.

Liquidity

Kaleyra funds its short- and long-term liquidity needs through a combination of cash on hand, cash flows generated from operations, and borrowings under credit facilities. Kaleyra’s management regularly monitors certain liquidity measures to monitor performance.

The condensed consolidated balance sheet as of March 31, 2020 includes total current assets of $80.4 million and total current liabilities of $121.1 million, resulting in net liabilities due within the next 12 months of $40.7 million.

The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfil these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal, including, among others:

• the subscription of a new loan agreement with a bank that is currently a lender to the Company;

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• signing of two new line of credit facilities;

• a refinanced loan that extended payment terms and provided additional funds;

• the amendments of the repayment schedules of certain existing long-term financing agreements to postpone the amounts due in the next three to nine months of 2020; and

• the renegotiation of the payment terms of a payable related to costs incurred in the Business Combination.

Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements described above, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued.

Cash Flows

The following table summarizes cash flows for the periods indicated (in thousands):

	Three Months Ended March 31,
	2020			2019
Net cash used in operating activities	$	(2,852	)	$	(3,631	)
Net cash provided by investing activities		1,052			1,082
Net cash provided by financing activities		2,304			671
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(454	)		(47	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	50		$	(1,925	)

In the three months ended March 31, 2020, cash used in operating activities was $2.9 million, primarily consisting of net loss of $8.8 million and a $2.5 million settlement on the preference share liability partially offset by non-cash items, mainly $6.3 million of stock-based compensation, and $638,000 of depreciation and amortization expense and $1.6 million of net changes in operating assets and liabilities.

In the three months ended March 31, 2019, cash used in operating activities was $3.6 million, primarily consisting of net loss of $1.4 million and $3.1 million of net changes in operating assets and liabilities partially offset by non-cash items, mainly $650,000 of depreciation and amortization expense, $315,000 of non-cash compensation for preference shares, and $103,000 of non-cash interest expense.

In the three months ended March 31, 2020, cash provided by investing activities was $1.1 million, primarily consisting of $5.0 million of proceeds from sale short-term investments, partially offset by $3.2 million of purchases of short-term investments and $731,000 to fund the cost of internally developed software.

In the three months ended March 31, 2019, cash provided by investing activities, was $1.1 million, primarily consisting of $2.1 million of proceeds from sale of short-term investments, partially offset by $684,000 of purchases of short-term investments and $291,000 of purchases of property and equipment

In the three months ended March 31, 2020, cash provided by financing activities was $2.3 million, primarily consisting of $8.8 million in proceeds from borrowings on term loans and net drawings of $1.7 million on the available lines of credit, partially offset by $5.5 million of repayments on term loans, $2.6 million of repurchases of common stock related to forward share purchase agreements and $167,000 of other required payments related to forward shares purchase agreements.

In the three months ended March 31, 2019, cash provided by financing activities was $671,000, primarily consisting of $696,000 in proceeds from borrowings on term loans and net drawings of $528,000 on the available lines of credit. These amounts were partially offset by $553,000 of repayments on term loans.

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Contractual Obligations and Other Commitments

The following table summarizes the obligations as of March 31, 2020, as derived from the audited consolidated financial statements of Kaleyra as of that date. The table should be read in connection with the footnotes below describing certain events occurring after March 31, 2020 (in thousands).

	Payment due by period
	Total		2020 (remaining nine months)		2021-2023		2024-2025		Thereafter
Bank and other borrowings (1)	$	26,546	$	3,784	$	22,306	$	456	$	—
Line of credit		5,278		5,278		—		—		—
Capital lease obligations		225		84		124		17		—
Operating lease obligations (2)		2,704		541		1,435		606		122
Preference shares obligations		2		2		—		—		—
Notes payable to the Founders		3,578		3,578		—		—		—
Non-convertible notes payable to the Sellers (3)		7,500		7,500		—		—		—
Convertible notes payable to the Sellers (4)		7,500		3,750		3,750		—		—
Other notes payable (5)		400		400
Debt for forward share purchase agreements (6)		31,530		31,530		—		—		—
Long-term payable (7)		2,700		—		2,700		—		—
Total	$	87,963	$	56,447	$	30,315	$	1,079	$	122

(1) Subsequent to March 31, 2020, Kaleyra S.p.A. received the approval from UniCredit, UBI Banca S.p.A. and Simest S.p.A. to postpone the payment of the amounts due under the existing loans for the next 6 to 9 months. See Note 19 – Subsequent Events – to the condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q for further details.

(2) The Company has an option to extend its Milan office lease in 2026 for a period of 6 years under the same terms and conditions of the existing contract.

(3) Notes become due and payable no later than ten business days after Kaleyra receives, whether in a debt or equity financing event (which may include the receipt of cash from third parties with which Kaleyra has entered into Forward Share Purchase Agreements), cash proceeds in an amount not less than $11.5 million.

(4) Fifty percent (50%) of the outstanding principal balance of the notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of the notes plus all accrued and unpaid interest and fees due under the notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date. In the event that Kaleyra receives, at any time while principal on the notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of the notes will be due and payable no later than ten business days after Kaleyra receives such Financing Proceeds. In the event of a Financing where at any time Kaleyra receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent of the remaining outstanding principal balance of the notes, plus all accrued and unpaid interest and fees due under the notes will be due and payable no later than ten business days after Kaleyra receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”.

(5) In March 2020, the Company issued to Northland a promissory note for the principal amount of $400,000 due within the next 12 months.

(6) Debts for forward share purchase agreements have been determined as the present value to be paid at settlement if the counterparties exercise their put option. As of March 31, 2020, the Company had restricted cash as collateral for obligations under the Forward Share Purchase Agreements with Glazer Capital and Yakira of $20.8 million.

(7) On April 16, 2020, in connection with our previously consummated Business Combination, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and collectively the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate as follows: (i) $2.7 million in the aggregate in common stock of the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and

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(iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of the Company by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement” and, the common stock underlying the Warrant Agreement, the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares shall be calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which the Company files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan; and (ii) convertible promissory notes in the aggregate principal amount $2,700,000 to Cowen Investments and Chardan, consisting of a convertible promissory note in the principal amount of $2,295,000 issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note,” and together with the Cowen Note, the “Convertible Notes”), respectively. The unpaid principal of the Cowen Note is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued.

Off-Balance Sheet Arrangements

As of March 31, 2020, Kaleyra did not have any relationships with any entities or financial partnerships, such as structured finance or special purposes entities established for the purpose of facilitating off-balance sheet arrangements or for other purposes.

Seasonality

Kaleyra’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the financial year. Kaleyra believes this variability is largely due to the market’s demand for its customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of its historically higher portion of sales in the fourth quarter of each year, its cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

Taxes

The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of March 31, 2020, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax.

The Company recorded an income tax benefit of $589,000 and an income tax expense $79,000 for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, the Company had $2.1 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in $321,000 of tax expense.

Recent Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies – to the condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q for more information on new accounting pronouncements.

40

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, because of the material weaknesses in our internal control over financial reporting as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Changes in Internal Control over Financial Reporting

During our most recently completed fiscal quarter ended March 31, 2020, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time Kaleyra may be involved in litigation relating to claims arising out of its operations in the normal course of business. Kaleyra is not currently involved in any material legal proceedings as a defendant.

On October 17, 2018, Kaleyra filed a claim against Vodafone Italia S.p.A. (“Vodafone”) before the Court of Milan seeking compensation in the amount of €6.1 million ($6.7 million at the March 31, 2020 exchange rate) for all the damages suffered as a consequence of the illicit and anticompetitive conduct of Vodafone, as previously determined by the Italian Antitrust Authority (namely, Autorità Garante della Concorrenza e del Mercato or AGCM) in their decisions issued on December 13, 2017; Vodafone has appealed that sanctioning resolution before the Italian Regional Administrative Court.

The deadline for filing a counterclaim by Vodafone has passed and according to Italian Law, Vodafone is no longer entitled to file a counterclaim against Kaleyra in these proceedings.

The case has now been submitted to a panel of judges for review to determine if the claim can proceed in the Court of Milan or a suspension must be declared until the administrative proceeding is decided.

The claim is under review and both Kaleyra and Vodafone have filed their final pleadings on October 1, 2019 and October 21, 2019. There is no certainty that the claim will be approved to proceed in the Court of Milan, rather than suspended, and the outcome of such action cannot be determined at this time. Therefore no recognition of these actions has been made in the condensed consolidated financial statements.

On April 16, 2019, Kaleyra filed a claim against Telecom Italia S.p.A and Telecom Italia Sparkle S.p.A. before the Court of Milan seeking compensation in the amount of €8.3 million ($9.1 million at the March 31, 2020 exchange rate) for damages suffered after the illicit conduct of both counterparts, determined by the Italian Antitrust Authority in the decision issued on December 13, 2017.

At the first hearing before the Court of Milan held for the appearance of the parties on December 11, 2019, the judge reserved the decision on the possible suspension of the civil case in consideration of the appeal brought by Telecom Italia S.p.A. and Telecom Italia Sparkle S.p.A. against the Italian Antitrust Authority’s decision of December 13, 2017 before the Administrative Court of Latium (namely, Tribunale Amministrativo Regionale del Lazio), which is currently pending.

By order issued on December 14, 2019, the judge released his reserve and referred the issue concerning the relation between the assessment of the pending administrative case and the one to be carried out in the civil case to a panel composed of three judges.

The case was therefore adjourned for a hearing on April 29, 2020 where the parties will have to file their final pleadings.

There is no certainty that the claim will be approved to proceed in the Court of Milan, rather than suspended, and the outcome of such civil action cannot be determined at this time. Therefore no recognition of these actions has been made in the condensed consolidated financial statements.

In addition to the above, Kaleyra has appealed the resolutions issued by the Italian Communications Authority (namely, Autorità per le Garanzie nelle Comunicazioni or AGCom) concerning the request for the annual contribution to AGCom for years 2016, 2017, 2018 and 2019.

The first instance proceeding against AGCom’s resolutions for the 2016 contribution was successful for Kaleyra and the Regional Administrative Court annulled the resolutions Kaleyra had appealed (judgement no. 2161/2019). However, AGCom filed its second instance appeal before the Council of State seeking the overruling of the Court’s decision. The hearing on AGCom’s appeal will take place in the last quarter of 2020.

All the other proceedings are currently pending before the Regional Administrative Court and no hearing has been scheduled yet.

The abovementioned proceedings concerning the contribution/fee to be paid to AGCom may all be suspended until the request for a preliminary ruling from the Council of State regarding an interpretation of the relevant EU law (case C-399/19) will be defined by the European Court of Justice.

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Item 1A. Risk Factors

We have revised the risk factors that relate to our business, as set forth below. These risks include any material changes to and supersede any similar the risks previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2019 and otherwise supplement those risks. We encourage investors to review the risk factors and uncertainties relating to our business disclosed in that Form 10-K, as well as those contained in Part 1, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, above.

Kaleyra currently generates significant revenue from its largest customers, and the loss or decline in revenue from any of these customers could limit Kaleyra’s revenue and results of operations.

In the three months ended March 31, 2020, Kaleyra’s 10 largest customers generated an aggregate of 49% of its revenue. In the three months ended March 31, 2019, Kaleyra’s 10 largest customers generated an aggregate of 54% of its revenue. In the event that Kaleyra’s large customers do not continue to use its products, use fewer of its products, or use its products in a more limited capacity, or not at all, Kaleyra’s revenue could be limited and Kaleyra’s business could be harmed.

Kaleyra has experienced rapid internal growth as well as growth through acquisitions in recent periods. If Kaleyra fails to manage its growth effectively, or its business does not grow as expected, Kaleyra’s operating results may suffer.

Kaleyra’s headcount and operations have grown substantially. Kaleyra had approximately 260 employees as of March 31, 2020, as compared with 233 employees as of March 31, 2019.  This growth has placed, and will continue to place, a significant strain on Kaleyra’s operational, financial, and management infrastructure. Kaleyra anticipates further increases in headcount will be required to support increases in its technology offerings and continued expansion. To manage this growth effectively, Kaleyra must continue to improve its operational, financial, and management systems and controls by, among other things:

•effectively attracting, training, and integrating a large number of new employees, particularly technical personnel and members of Kaleyra’s management and sales teams;

•further improving Kaleyra’s key business systems, processes, and information technology infrastructure to support Kaleyra’s business needs;

•enhancing Kaleyra’s information and communication systems to ensure that Kaleyra’s employees are well-coordinated and can effectively communicate with each other and Kaleyra’s customers; and

•improving Kaleyra’s internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of Kaleyra’s operational and financial results.

If Kaleyra fails to manage its expansion or implement Kaleyra’s new systems, or if Kaleyra fails to implement improvements or maintain effective internal controls and procedures, Kaleyra’s costs and expenses may increase more than expected and Kaleyra may not expand its client base, increase existing customer volumes and renewal rates, enhance its existing applications, develop new applications, satisfy its customers, respond to competitive pressures, or otherwise execute its business plan. If Kaleyra is unable to manage its growth, Kaleyra’s operating results likely will be harmed.

Kaleyra’s future success depends in part on its ability to drive the adoption of its products by international customers.

In the three months ended March 31, 2020, and 2019, Kaleyra derived 69.8% and 77.9% of its revenue, respectively, from customer accounts located in Italy and India. Revenue deriving from customer accounts located in the United States increased from 6.1% in the three months ended March 31, 2019 to 12.8% in the three months ended March 31, 2020, while revenue deriving from customer accounts located in the European countries other than Italy decreased from 13.0% in the three months ended March 31, 2019 to 7.7% in the three months ended March 31, 2020. Revenue deriving from customer accounts located in the rest of the world increased from 3.0% in the three months ended March 31, 2019 to 9.7% in the three months ended March 31, 2020. This is in line with the expansion strategy out of Italy and India identified by the Company. The future success of Kaleyra’s business will depend, in part, on Kaleyra ability to expand its customer base worldwide in new geographies. If Kaleyra is unable to increase the revenue that it derives from international customers, Kaleyra’s business and results of operations could be harmed.

If Kaleyra’s goodwill or intangible assets become impaired, Kaleyra may be required to record a significant charge to earnings.

Kaleyra reviews its intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of March 31, 2020, Kaleyra carried a net $25.0 million of goodwill and intangible assets. An adverse change in market conditions, particularly if such change has the effect of changing one of Kaleyra’s critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to Kaleyra’s goodwill or intangible assets. Any such charges may adversely affect Kaleyra’s results of operations.

43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

As previously reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2020, on March 6, 2020, as consideration for financial advisory services provided by Northland Securities, Inc. (“Northland”) to Kaleyra S.p.A. in connection with the previously consummated business combination between Kaleyra Inc. (f/k/a GigCapital, Inc.) and Kaleyra S.p.A. (the “Business Combination”), we, as successor to Kaleyra S.p.A., agreed to pay to Northland, in full satisfaction of all amounts owned to Northland, the following amounts: (i) $100,000 in cash (the “Northland Cash Payment”), (ii) a promissory note for the principal amount of $400,000, together with all accrued but unpaid interest thereon (the “Northland Note”), and (iii) 140,000 shares of the Company’s common stock, par value $0.0001 per share (the “Northland Common Stock Payment”).

The Northland Common Stock Payment was issued to Northland in accordance with the terms of that certain Securities Issuance Agreement, dated March 6, 2020, by and between us and Northland (the “Securities Issuance Agreement”). The Securities Issuance Agreement contains customary representations and warranties. The 140,000 shares (the “Northland Shares”) issued to Northland pursuant to the Securities Issuance Agreement were not registered at the time of issuance under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements; provided, however, we agreed to provide certain registration rights with respect to the Northland Shares to the same extent, and on the same terms, as provided to certain of our stockholders pursuant to the Amended and Restated Registration Rights Agreement, dated as of November 25, 2019, between us and the stockholders party thereto, as previously filed by the Company with the SEC on its Current Report on Form 8-K on December 2, 2019.

Northland has agreed that neither it nor any person acting on its behalf pursuant to any understanding with Northland will allow the Northland Shares to be used to facilitate the engagement in short sales of the Company’s securities, including through the loaning of the Northland Shares to any third-party for the purpose of engaging in short sales of the Company’s securities.

The Company issued the Northland Shares in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company relied on the exemption from registration based in part on the representations made by Northland, including the representations with respect to Northland’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and appropriate legends have been affixed to the certificates representing the Northland Shares.

On April 16, 2020, in connection with our previously consummated Business Combination, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and collectively the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate as follows: (i) $2.7 million in the aggregate in common stock of the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of the Company by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement” and, the common stock underlying the Warrant Agreement, the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares shall be calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which the Company files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

44

On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan; and (ii) convertible promissory notes in the aggregate principal amount $2,700,000 to Cowen Investments and Chardan, consisting of a convertible promissory note in the principal amount of $2,295,000 issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note,” and together with the Cowen Note, the “Convertible Notes”), respectively. The unpaid principal of the Cowen Note is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued.

The Settlement Shares were not registered at the time of issuance under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements; provided, however, in connection with the Settlement Agreement, the Company has agreed pursuant to a registration rights agreement between the Company and Cowen Investments and Chardan dated May 1, 2020 (the “Registration Rights Agreement”) to provide certain registration rights with respect to the Settlement Shares and the maximum number of shares underlying the Convertible Notes.

The Company issued the Settlement Shares and the Convertible Notes in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company relied on the exemption from registration based in part on the representations made by the Service Firms, including the representations with respect to the Service Firms’ status as accredited investors, as such term is defined in Rule 501(a) of the Securities Act, and appropriate legends have been affixed to the certificates representing the Settlement Shares.

On May 4, 2020, we filed with the SEC a resale registration statement on Form S-1 (Registration No. 333-237992) to register, among other securities, the resale of the Northland Shares, Settlement Shares, Warrant Shares and the shares underlying the Convertible Notes. The resale registration statement was declared effective by the SEC on May 8, 2020.

	ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2020 – January 31, 2020		—	$	—		—		—
February 1, 2020 – February 29, 2020 (1)		235,169	$	11.06		235,169		—
March 1, 2020 – March 31, 2020		—	$	—		—		—
Total		235,169	$	11.06		235,169		—

(1) See Note 8 – Debt for Forward Share Purchase Agreements – Greenhaven for details regarding the Greenhaven Forward Share Purchase Agreement, as amended.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

45

Item 6. Exhibits

Exhibit No.	Description
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

46

SIGNATURES

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.

	KALEYRA, INC.
Dated: May 15, 2020	By:	/s/ Dario Calogero
	Name:	Dario Calogero
	Title:	Chief Executive Officer, and President (Principal Executive Officer)

	KALEYRA, INC.
Dated: May 15, 2020	By:	/s/ Giacomo Dall’Aglio
	Name:	Giacomo Dall’Aglio
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

47

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the

Securities Exchange Act of 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Dario Calogero, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Kaleyra, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      [omitted pursuant to the transition period exemption for newly public companies.]

c)      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020	By:	/s/ Dario Calogero
	Name:	Dario Calogero
	Title:	Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(e) under the

Securities Exchange Act of 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Giacomo Dall’Aglio, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Kaleyra, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      [omitted pursuant to the transition period exemption for newly public companies.]

c)      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 15, 2020	By:	/s/ Giacomo Dall’Aglio
	Name:	Giacomo Dall’Aglio
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Kaleyra, Inc. (the “Company”) for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Dario Calogero, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2020	By:	/s/ Dario Calogero
	Name:	Name: Dario Calogero
	Title:	Chief Executive Officer and President (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Kaleyra, Inc. (the “Company”) for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Giacomo Dall’Aglio, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2020	By:	/s/ Giacomo Dall’Aglio
	Name:	Giacomo Dall’Aglio
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Net Loss Per Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

16. NET LOSS PER SHARE

The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Accordingly, weighted average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data):

	Three Months Ended March 31,
	2020			2019
Net loss	$	(8,823	)	$	(1,379	)
Weighted-average shares used to compute net loss per common share, basic and diluted		19,979,589			10,687,106
Net loss per common share, basic and diluted	$	(0.44	)	$	(0.13	)

The Company generated a net loss for each of the three months ended March 31, 2020 and 2019. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be anti-dilutive on the net loss per share.

For the three months ended March 31, 2020, the weighted-average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 14,346,056 (zero for the three months ended March 31, 2019).

Warrants

Warrants will only be exercisable for whole shares at $11.50 per share. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants there were included in the Units. That registration statement was filed by the Company on May 4, 2020 and declared effective by the SEC on May 8, 2020. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number for the number of shares of common stock to be issued to the Warrant holder. Each Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.

As of March 31, 2020, there were 11,154,938 warrants outstanding.

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Geographic Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Geographic Information

12. GEOGRAPHIC INFORMATION

Revenue by geographic area is determined on the basis of the location of the customer. The Company generates its revenue primarily in Italy and India. The following table sets forth revenue by geographic area for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Italy	$	14,608	$	13,408
India		8,893		8,171
United States		4,289		1,692
Europe (excluding Italy)		2,573		3,598
Rest of the world		3,270		856
Total	$	33,633	$	27,725

	Three Months Ended March 31,
	2020			2019
Italy		43.4	%		48.4	%
India		26.4	%		29.5	%
United States		12.8	%		6.1	%
Europe (excluding Italy)		7.7	%		13.0	%
Rest of the world		9.7	%		3.0	%

As of March 31, 2020, the majority of the Company’s long-lived assets are located in Italy. The following table sets forth long-lived assets by geographic area as of March 31, 2020 and December 31, 2019 (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Italy	$	1,965	$	1,772
India		1,115		1,162
United States		787		437
Rest of the world		21		22
Total	$	3,888	$	3,393

	As of March 31,			As of December 31,
	2020			2019
Italy		50.5	%		52.2	%
India		28.7	%		34.2	%
United States		20.3	%		12.9	%
Rest of the world		0.5	%		0.7	%

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 16,237	$ 16,103
Restricted cash	20,810	20,894
Short-term investments	3,079	5,124
Trade receivables, net	36,307	39,509
Prepaid expenses	1,246	648
Other current assets	2,757	4,224
Total current assets	80,436	86,502
Property and equipment, net	3,888	3,393
Intangible assets, net	8,665	9,353
Goodwill	16,370	16,953
Other long-term assets	2,082	1,203
Total Assets	111,441	117,404
Current liabilities:
Accounts payable	56,674	63,320
Debt for forward share purchase agreements	31,530	34,013
Notes payable	2,113	1,667
Notes payable due to related parties	13,115	9,411
Lines of credit	5,278	3,627
Current portion of bank and other borrowings	5,925	7,564
Deferred revenue	1,538	1,397
Preference shares	1	683
Preference shares due to related parties	1	1,847
Payroll and payroll related accrued liabilities	2,929	1,038
Other current liabilities	2,023	1,379
Total current liabilities	121,127	125,946
Long-term portion of bank and other borrowings	20,621	16,134
Long-term portion of notes payable due to related parties	3,750	7,500
Long-term portion of employee benefit obligation	1,341	1,398
Deferred tax liabilities	1,638	2,045
Other long-term liabilities	4,599	3,155
Total Liabilities	153,076	156,178
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit):
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; no shares issued or outstanding
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 20,254,217 shares issued and 20,019,048 shares outstanding as of March 31, 2020 and 19,977,113 shares issued and outstanding as of December 31, 2019	2	2
Additional paid-in capital	11,190	2,143
Treasury stock, at cost; 235,169 and 0 shares as of March 31, 2020 and December 31, 2019, respectively	(2,587)
Accumulated other comprehensive income (loss)	(424)	74
Accumulated deficit	(49,816)	(40,993)
Total stockholders’ equity (deficit)	(41,635)	(38,774)
Total liabilities and stockholders’ equity (deficit)	$ 111,441	$ 117,404

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net unrealized gain on marketable securities, tax expense	$ 1,000	$ 5,000

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Geographic Information - Summary of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Long-lived assets	$ 3,888	$ 3,393
Italy
Segment Reporting Information [Line Items]
Long-lived assets	$ 1,965	$ 1,772
Italy | Geographic Concentration Risk | Long-Lived Assets
Segment Reporting Information [Line Items]
Long-lived assets, Percentage	50.50%	52.20%
India
Segment Reporting Information [Line Items]
Long-lived assets	$ 1,115	$ 1,162
India | Geographic Concentration Risk | Long-Lived Assets
Segment Reporting Information [Line Items]
Long-lived assets, Percentage	28.70%	34.20%
United States
Segment Reporting Information [Line Items]
Long-lived assets	$ 787	$ 437
United States | Geographic Concentration Risk | Long-Lived Assets
Segment Reporting Information [Line Items]
Long-lived assets, Percentage	20.30%	12.90%
Rest of the World
Segment Reporting Information [Line Items]
Long-lived assets	$ 21	$ 22
Rest of the World | Geographic Concentration Risk | Long-Lived Assets
Segment Reporting Information [Line Items]
Long-lived assets, Percentage	0.50%	0.70%

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Preference Shares Liabilities - Additional Information (Details)	Mar. 24, 2020 Employee	Mar. 09, 2020 INR (₨)	Mar. 31, 2020 USD ($) $ / shares	Feb. 29, 2020 ₨ / shares	Jan. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares
Preference Shares Liabilities [Line Items]
Preferred stock, par value | $ / shares			$ 0.0001			$ 0.0001
Solutions Infini Purchase Agreement
Preference Shares Liabilities [Line Items]
Preference share liabilities			$ 2,000			$ 2,500,000
Modification of 2018 Solutions Infini Purchase Agreement | COVID-19 | Preferred Stock
Preference Shares Liabilities [Line Items]
Preference shares, performance bonuses					$ 1,400,000
Number of employees get delay payment of performance bonuses | Employee	2
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini
Preference Shares Liabilities [Line Items]
Preferred stock, par value | ₨ / shares				₨ 10.0
Preferred share obligation		₨ 132,000	$ 2,000
Performance bonuses to be paid date, year		2020
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini | COVID-19 | Preferred Stock
Preference Shares Liabilities [Line Items]
Preference shares, performance bonuses					$ 3,500,000

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Bank and Other Borrowings - Summary of Long-term Bank and Other Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 26,546	$ 23,698
Less: current portion	5,925	7,564
Total long-term portion	$ 20,621	16,134
Contractual Interest Rate, Percentage	1.00%
Unicredit S.p.A. (Line A Tranche (1)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 3,219	$ 3,609
Maturity	2023-01
Contractual Interest Rate	Euribor 3 months + 3.10%
Contractual Interest Rate, Percentage	3.10%
Interest Nominal Rate	2.80%	2.80%
Unicredit S.p.A. (Line A Tranche (2)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 151	$ 167
Maturity	2023-05
Contractual Interest Rate	Euribor 3 months + 3.10%
Contractual Interest Rate, Percentage	3.10%
Interest Nominal Rate	2.80%	2.80%
Unicredit S.p.A. (Line B)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 2,941	$ 3,229
Maturity	2023-11
Contractual Interest Rate	Euribor 3 months + 2.90%
Contractual Interest Rate, Percentage	2.90%
Interest Nominal Rate	2.60%	2.60%
Unicredit S.p.A. (Line C)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 2,497	$ 2,787
Maturity	2023-02
Contractual Interest Rate	Euribor 3 months + 3.90%
Contractual Interest Rate, Percentage	3.90%
Interest Nominal Rate	3.53%	3.53%
Intesa San Paolo S.p.A. (Line 1)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 834	$ 988
Maturity	2021-10
Contractual Interest Rate	Euribor 3 months + 1.80%
Contractual Interest Rate, Percentage	1.80%
Interest Nominal Rate	1.88%	1.88%
Intesa San Paolo S.p.A. (Line 2)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 3,841	$ 4,183
Maturity	2023-10
Contractual Interest Rate	Euribor 3 months + 2.60%
Contractual Interest Rate, Percentage	2.60%
Interest Nominal Rate	2.60%	2.60%
UBI Banca S.p.A. (Line 1)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 257	$ 332
Maturity	2021-02
Contractual Interest Rate, Percentage	1.25%
Interest Nominal Rate	1.25%	1.25%
UBI Banca S.p.A. (Line 2)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 1,198	$ 1,499
Maturity	2021-04
Contractual Interest Rate	Euribor 3 months +1.95%
Contractual Interest Rate, Percentage	1.95%
Interest Nominal Rate	1.55%	1.55%
Monte dei Paschi di Siena S.p.A. (Line 1)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 457	$ 521
Maturity	2022-04
Contractual Interest Rate, Percentage	0.95%
Interest Nominal Rate	0.95%	0.95%
Monte dei Paschi di Siena S.p.A. (Line 2)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 2,190
Maturity	2023-06
Contractual Interest Rate, Percentage	1.50%
Interest Nominal Rate	1.50%
Banco Popolare di Milano S.p.A. (Line 2)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities		$ 3,893
Maturity	2022-09
Contractual Interest Rate	Euribor 3 months + 2.00%
Contractual Interest Rate, Percentage	2.00%
Interest Nominal Rate		2.00%
Banco Popolare di Milano S.p.A. (Line 1)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 1,312	$ 1,336
Maturity	2023-06
Contractual Interest Rate	Euribor 3 months + 2.00%
Contractual Interest Rate, Percentage	2.00%
Interest Nominal Rate	2.00%	2.00%
Banco Popolare di Milano S.p.A. (Line 3)
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 6,517
Maturity	2024-03
Contractual Interest Rate	Euribor 3 months + 3.00%
Contractual Interest Rate, Percentage	3.00%
Interest Nominal Rate	2.16%
Simest 1
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 275	$ 280
Maturity	2022-12
Contractual Interest Rate, Percentage	0.50%
Interest Nominal Rate	0.50%	0.50%
Simest 2
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 273	$ 279
Maturity	2022-12
Contractual Interest Rate, Percentage	0.50%
Interest Nominal Rate	0.50%	0.50%
Simest 3
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 503	$ 512
Maturity	2022-12
Contractual Interest Rate, Percentage	0.50%
Interest Nominal Rate	0.50%	0.50%
Finlombarda S.p.A.
Bank And Other Borrowings [Line Items]
Total Financial Liabilities	$ 81	$ 83
Maturity	2020-12
Contractual Interest Rate, Percentage	0.50%
Interest Nominal Rate	0.50%	0.50%

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Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020 USD ($) CreditFacility Customer	Mar. 31, 2019 USD ($) Customer	Dec. 31, 2019 USD ($) Customer
Schedule Of Significant Accounting Policies [Line Items]
Total current assets	$ 80,436		$ 86,502
Total current liabilities	121,127		$ 125,946
Net liabilities current	40,700
Business combination transaction related costs	13,100
Business combination, deferred consideration	15,000
Obligations net under shares purchase forward agreements entered by former entity	13,200
Business combination, notes payable acquired	$ 3,600
Number of new line of credit facilities | CreditFacility	2
Revenue	$ 33,633	$ 27,725
Customer Concentration Risk | Revenue
Schedule Of Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%	10.00%
Number of customers | Customer	0	1
Customer Concentration Risk | Trade Receivables
Schedule Of Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%		10.00%
Number of customers | Customer	0		0
Customer 1 | Customer Concentration Risk
Schedule Of Significant Accounting Policies [Line Items]
Revenue		$ 3,100
Minimum
Schedule Of Significant Accounting Policies [Line Items]
Long-term financing agreements, repayment schedule extension period	3 months
Maximum
Schedule Of Significant Accounting Policies [Line Items]
Long-term financing agreements, repayment schedule extension period	9 months

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Fair Value Measurements - Summary of Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis and Realized and Unrealized Gains (Losses) (Details) - Level 3 - Preference Shares - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	$ (2,486)	$ 315
Recurring Basis
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair Value Beginning of Period	2,530
Net Realized and Unrealized (Gains) Losses Included in Income	(2,486)
Other Comprehensive (Income) Loss	(42)
Fair Value End of Period	$ 2

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Restricted Stock Units - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 24, 2020	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares granted	113,506
Award vesting period	3 years
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares granted		113,506
Compensation expense		$ 6,204
Unrecognized compensation cost		$ 19,200
Unrecognized compensation cost weighted-average remaining period		1 year 6 months 18 days
Within February 1, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting rights, percentage	25.00%
Three-year Period Starting from February 1, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting rights, percentage	75.00%

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Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Net loss		$ (8,823)	$ (1,379)
Weighted-average shares used in computing net loss per common share basic and diluted	[1]	19,979,589	10,687,106
Net loss per common share basic and diluted	[1]	$ (0.44)	$ (0.13)

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

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Revenue - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Disaggregation Of Revenue [Abstract]
Revenue from usage-based fees in total revenue	98.00%	99.00%
Revenue from term-based fees in total revenue	2.00%	1.00%
Deferred revenue	$ 1,500,000		$ 1,400,000
Deferred revenue, revenue recognized	$ 647,000

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Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
2020 (remaining nine months)	$ 1,221
2021	1,409
2022	1,138
2023	1,035
2024	834
2025 and thereafter	3,028
Net	$ 8,665	$ 9,353

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Derivative Financial Instruments - Schedule of Fair Value Derivative Contracts Reported in Condensed Consolidated Balance Sheet (Details) - Not Designated as Hedging Instruments - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Derivative Instruments Gain Loss [Line Items]
Derivative, total	$ (73)	$ (80)
Interest Rate Swap | Other Long-Term Liabilities
Derivative Instruments Gain Loss [Line Items]
Derivative on interest rate	$ (73)	$ (80)

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Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Goodwill

Goodwill as of March 31, 2020 and December 31, 2019 was as follows (in thousands):

Balance as of December 31, 2019	$	16,953
Effect of exchange rate		(583	)
Balance as of March 31, 2020	$	16,370

Summary of Intangible Assets

Intangible assets consisted of the following (in thousands):

	As of March 31, 2020						As of December 31, 2019
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortizable Intangible Assets:
Developed technology	$	2,711	$	1,080	$	1,631	$	2,775	$	952	$	1,823
Customer relationships		8,777		1,826		6,951		9,077		1,631		7,446
Patent		118		35		83		113		29		84
Total amortizable intangible assets	$	11,606	$	2,941	$	8,665	$	11,965	$	2,612	$	9,353

Summary of Estimated Future Amortization Expense

Total estimated future amortization expense as of March 31, 2020 is as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	1,221
2021		1,409
2022		1,138
2023		1,035
2024		834
2025 and thereafter		3,028
Total	$	8,665

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Geographic Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Summary of Revenue by Geographic Area

The following table sets forth revenue by geographic area for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Italy	$	14,608	$	13,408
India		8,893		8,171
United States		4,289		1,692
Europe (excluding Italy)		2,573		3,598
Rest of the world		3,270		856
Total	$	33,633	$	27,725

	Three Months Ended March 31,
	2020			2019
Italy		43.4	%		48.4	%
India		26.4	%		29.5	%
United States		12.8	%		6.1	%
Europe (excluding Italy)		7.7	%		13.0	%
Rest of the world		9.7	%		3.0	%

Summary of Long-lived Assets by Geographic Area

The following table sets forth long-lived assets by geographic area as of March 31, 2020 and December 31, 2019 (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Italy	$	1,965	$	1,772
India		1,115		1,162
United States		787		437
Rest of the world		21		22
Total	$	3,888	$	3,393

	As of March 31,			As of December 31,
	2020			2019
Italy		50.5	%		52.2	%
India		28.7	%		34.2	%
United States		20.3	%		12.9	%
Rest of the world		0.5	%		0.7	%

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Debt for Forward Share Purchase Agreements

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt for Forward Share Purchase Agreements

8. DEBT FOR FORWARD SHARE PURCHASE AGREEMENTS

As of March 31, 2020, the Company’s debt for forward share purchase agreements amounted to $31.5 million and accrued interest amounted to $163,000.

Greenhaven

On September 27, 2019, the Company and Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”) entered into a forward share purchase agreement (the “Greenhaven Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of its common stock into which Rights of the Company held by Greenhaven and any additional Rights that Greenhaven acquired, converted into shares upon the closing of the Business Combination as amended as of December 13, 2019 at the following prices: (1) $11.00 per share for the first 196,195 shares sold to the Company; (2) $10.70 per share for the next 250,000 shares sold to the Company; and (3) $10.50 per share for the next 550,000 shares sold to the Company. The Company agreed to purchase the shares on the later of the sixtieth day after the Closing of the Business Combination or January 1, 2020 (the “Greenhaven Purchase Closing Date”).

In exchange for Kaleyra, Inc.’s commitment to acquire the shares on the Greenhaven Purchase Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of Kaleyra, Inc.’s securities), the Rights (including any additional Rights) held by Greenhaven, and any shares that such Rights (including any additional Rights) converted into, until the Greenhaven Purchase Closing Date, including not to tender the Rights (or any additional Rights) to Kaleyra, Inc. in response to any tender offer that Kaleyra, Inc. may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Greenhaven shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least 25,000 shares (the “Minimum Block Size Condition”) in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, Greenhaven shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, Greenhaven shall have the right to sell such shares at any time provided that the price received by Greenhaven (not including any commissions due by Greenhaven for the sale) is at least $10.50 (or at least $8.50 if Greenhaven meets the Minimum Block Size Condition). In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc.

On January 23, 2020, the Company entered into Amendment No. 3 to the Greenhaven Forward Share Purchase Agreement (the “Greenhaven Amendment”). The Greenhaven Amendment provides that Greenhaven has the right to put its subject shares to the Company on the following dates and at the following purchase prices: (i) $11.00 per share for up to 248,963 shares to be sold to the Company on February 21, 2020; and (ii) $11.70 per share for the next 700,000 shares to be sold to the Company on August 30, 2020. Greenhaven may continue to sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $8.50 per share. On February 20, 2020, the Company repurchased an aggregate of 235,169 of its common stock for $2.6 million. In addition, the Company paid Greenhaven $152,000 for the 60,996 shares that Greenhaven sold on the open market representing the amount at which the $11.00 exceeded the selling price. On August 30, 2020, the Company shall pay Greenhaven an amount equal to (1) the number of shares (including any Additional Shares) sold by Greenhaven in the open market between February 21, 2020 and August 30, 2020 multiplied by (2) the amount by which $11.70 exceeds the sale price per share.

As of March 31, 2020, the Company’s debt in connection with the Greenhaven Purchase Agreement amounted to $8.2 million.

Kepos Alpha Fund

On October 1, 2019, the Company and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (“KAF”), entered into a forward share purchase agreement (“KAF Purchase Agreement”) pursuant to which the Company agreed to purchase the shares of common stock of the Company into which the Rights of the Company held by KAF, including any additional Rights that KAF acquired, converted into upon the closing of the Business Combination. The KAF Purchase Agreement was amended the following day to provide that the total number of additional Rights that KAF may acquire is 3,750,000 Rights. As amended December 13, 2019, the KAF Purchase Agreement provides that the Company would purchase such shares at the following price: (1) $10.70 per share for the first 102,171 shares sold to the Company; and (2) $10.50 per share for the next 93,676 shares sold to the Company. The Company agreed to purchase the shares on the earlier of the sixtieth day after the Business Combination or February 15, 2020 (the “KAF Purchase Closing Date”).

In exchange for the Company’s commitment to acquire the shares on the KAF Purchase Closing Date, KAF agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra, Inc. and including any short sales involving any of the Company’s securities), the Rights (including any additional Rights) held by KAF, and any shares that such Rights (including any additional Rights) converted into, until the KAF Purchase Closing Date, including not to tender the Rights (or any additional Rights) to the Company in response to any Tender Offer that the Company may commence for the Rights. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that KAF shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, KAF shall have the right but not the obligation to sell any or all of its shares that the Rights converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, KAF shall have the right to sell such shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least $10.50 (or at least $8.50 if KAF meets the Minimum Block Size Condition). In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3)

Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company.

On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020, the Company entered into Amendment No. 4 (the “KAF Amendments”). According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “KAF Share Purchase Price”). In the event the closing occurs after May 7, 2020, the KAF Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any shares (including any Additional Shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including any Additional Shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share. Should the Company fail to make this payment, the Company shall, without prejudice or limitation to any other remedies available to KAF in law or equity, pay a penalty on such amount due at the rate of 18% per annum from the due date until the date of payment in full.

From January 1, 2020 to March 31, 2020, KAF sold 6,034 shares on the open market.

As of March 31, 2020, the Company’s debt in connection with the KAF Purchase Agreement amounted to $2.1 million.

Yakira Capital Management

On November 19, 2019, the Company and Yakira Capital Management, Inc. (“Yakira”) entered into a forward share purchase agreement (the “Yakira Purchase Agreement”) pursuant to which (i) Yakira may elect to sell and transfer to the Company, and the Company will purchase shares of common stock of the Company held by Yakira at the Business Combination Date (the “Yakira Shares”), and (ii) the Company will purchase the shares of common stock of the Company into which the Rights held by Yakira (the “Yakira Rights Shares”) were converted upon the Business Combination Date. At the Business Combination Date, Yakira held 439,299 rights, and 1,084,150 Yakira Shares.

The Company agreed that it will purchase the Yakira Rights Shares from Yakira at $1.05 per Right (which reflects $10.50 per Yakira Rights Share) (the “Yakira Rights Share Purchase Price”) as soon as practicable on or after the later of the sixtieth day after the Business Combination Date or January 1, 2020 (the “Yakira Rights Shares Closing Date”). In exchange for the Company’s agreement to purchase the Yakira Rights Shares, Yakira agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the Rights (including any transactions involving any derivative securities of Yakira and any Short Sales involving any of the Company’s securities), and any Yakira Rights Shares that the rights converted into, until the Yakira Rights Shares Closing Date, including not to tender the Rights to the Company in response to any Tender Offer that the Company may commence for the Rights.

Yakira has the right to terminate the agreement for the Company to purchase the Yakira Rights Shares, without penalty, commencing on the thirtieth day after the Business Combination Date and ending on the day prior to the Yakira Rights Shares Closing Date, by giving written notice to the Company, in which case it will not be restricted after such time with respect to its ability to dispose of the Yakira Rights Shares (subject to the restrictions against transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities).

Except as described below, Yakira also agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any short sales involving any of the Company’s securities) the Yakira Shares prior to the six month anniversary of the Business Combination Date. Yakira further agreed to not redeem any of the Yakira Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. Notwithstanding anything to the contrary herein, commencing on the day after the Business Combination Date, Yakira may sell the Yakira Shares in the open market as long as the sales price is above $10.50 per Yakira Share.

If Yakira still owns Yakira Shares as of the four-month anniversary of the Business Combination Date, Yakira may sell such Yakira Shares between the four-month anniversary and six month anniversary of the Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares. The closing of the sale of the Yakira Shares to the Company shall occur on the business day following the Company’s receipt of the Yakira Shares exercise notice (the “Yakira Shares Closing Date”). On the Yakira Shares Closing Date, Yakira shall deliver the Yakira Shares to the Company against receipt of the aggregate Yakira Shares Purchase Price, which shall be paid by wire transfer of immediately available funds from the escrow account described below. Yakira may instruct the Escrow Agent to release to Yakira an amount equal to the Shares Purchase Price multiplied by the number of Yakira Shares delivered to the Company from the escrow account on the Yakira Shares Closing Date for Yakira’s use without restriction.

Following the Business Combination Date, the Company deposited into an escrow account with the Escrow Agent, subject to an escrow agreement, with a nationally chartered bank the amount of $11,576,509 related to Yakira. The Company’s purchase of the Yakira Shares will be made with funds from the escrow account attributed to the Yakira Shares. In the event that Yakira sells any Yakira Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and the Company may promptly release from the escrow account for its use without restriction an amount equal to the pro rata portion of the escrow account attributed to the Yakira Shares which Yakira has sold. In the event that Yakira chooses not to sell to the Company any Yakira Shares that it owns as of the six-month anniversary of the Business Combination Closing Date, the Company may promptly release all remaining funds from the escrow account for its use without restriction. In the event that the Yakira Shares Purchase Price paid on the Yakira Shares Closing Date is less than $10.6819 per Yakira Share, following payment of the Yakira Shares Purchase Price to Yakira, the Company and Yakira shall deliver joint written instructions to the Escrow Agent to release to Kaleyra from the remaining funds in the escrow account an amount equal to the difference between the Yakira Shares Purchase Price and $10.6819 per share multiplied by the number of Yakira Shares delivered by Yakira, and the Escrow Agent shall promptly disburse such amount to the Company in accordance with the payment instructions.

On February 7, 2020, the Yakira Purchase Agreement with Yakira was amended (the “First Yakira Amendment”). The First Yakira Amendment provides that the Company may be obligated to purchase some or all of the 43,930 Yakira Rights Shares if Yakira exercises an option to sell such shares to the Company at a purchase price of $10.93 per share (which is an increase from $10.50 per share) as soon as practicable on or after the six-month anniversary of the Business Combination Date.

On May 9, 2020, the Company entered into a second amendment to the Yakira Purchase Agreement (the “Second Amendment”). The Second Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.

Nothing in the Yakira Purchase Agreement prohibits or restricts Yakira with respect to the purchase or sale of the Company’s warrants.

As of March 31, 2020, the Company’s debt in connection with the Yakira Purchase Agreement amounted to $12.1 million. On May 12, 2020, Yakira gave notice to the Company that it was electing to sell and transfer to the Company all of the 1,084,150 Yakira Shares, and the purchase price for such sale and transfer is $11,580,782.

Glazer Capital, LLC

On November 19, 2019, the Company and Glazer Capital, LLC (“Glazer”) entered into a forward share purchase agreement (the “Glazer Purchase Agreement”) pursuant to which Glazer may elect to sell and transfer to the Company, and the Company will purchase the shares of the common stock of the company held by Glazer ( the “Glazer Shares”) at a price of $10.6819 per share (the “Glazer Shares Purchase Price”). Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock.

In exchange for the Company’s commitment to purchase the Glazer Shares on the Glazer Shares Closing Date, Glazer agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of the Company and any Short Sales involving any of the Company’s securities) the Glazer Shares prior to the six month anniversary of the Business Combination Date. Glazer further agreed that it will not redeem any of the Glazer Shares in conjunction with the Company’s stockholders’ approval of the Business Combination. As amended on December 13, 2019, notwithstanding anything to the contrary herein, the parties agreed that Glazer shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell its shares (including any Additional Shares) in blocks of at least the Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share prior to payment of any commissions due by Glazer for the sale, or, without meeting the Minimum Block Size Condition, Glazer shall have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price

exceeds $10.50 per share prior to payment of any commissions due by Glazer for such sale. Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per Share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale.

Simultaneously with the closing of the Business Combination, the Company deposited $9,858,678 which is the aggregate amount necessary to purchase the Glazer Shares, into an escrow account with Continental Stock Transfer and Trust Company (the “Escrow Agent”), subject to the terms of an escrow agreement. The Company’s purchase of the Glazer Shares will be made with funds from the escrow account attributed to the Glazer Shares. In the event that Glazer sells any Glazer Shares as provided for above, it shall provide notice to the Company within three business days of such sale, and Glazer shall instruct the Escrow Agent to release from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed to the Glazer Shares which Glazer has sold. In the event that Glazer chooses not to sell to the Company any Glazer Shares that it owns as of the six-month anniversary of the Business Combination Date, Glazer shall instruct the Escrow Agent to release all remaining funds from the escrow account for the Company’s use without restriction.

Notwithstanding the Company’s commitment to deposit funds into the escrow account for the purchase of the Glazer Shares, Kaleyra, Inc. shall use its best efforts to enter into a letter of credit agreement for the issuance of a standby letter of credit for the benefit of Glazer with a bank acceptable to Glazer (the “Issuing Bank”) as soon as possible to replace the escrow account. When the letter of credit agreement is entered into, Glazer will instruct the Escrow Agent to deposit the funds held in the escrow account into the collateral account with the Issuing Bank. Concurrently with the execution of the letter of credit agreement, the Issuing Bank shall issue the letter of credit for the benefit of Glazer in the amount of the escrow account. Glazer shall drawdown from the letter of credit to satisfy the payment due to Glazer by the Company for the purchase of the Glazer Shares. In the event that Glazer sells any Glazer Shares pursuant to the sales price restriction set forth above, it shall provide notice to the Company and the Issuing Bank within three business days of such sale, and the Issuing Bank shall release from the collateral account an amount equal to the number of Glazer Shares sold multiplied by $10.6819 to the Company for the Company’s use without restriction, with a corresponding reduction in the amount of the letter of credit. In the event that Glazer elects not to sell to the Company any Glazer Shares, the Issuing Bank shall release all funds in the collateral account to the Company for the Company’s use without restriction and terminate the letter of credit. On January 7, 2020 the Company entered into a Letter of Credit and Reimbursement agreement with EagleBank for the benefit of Glazer and $9.3 million of funds were transferred from the escrow account to a collateral account with EagleBank as collateral for the Letter of Credit and Reimbursement agreement.

Nothing in the Glazer Purchase Agreement prohibits or restricts Glazer with respect to the purchase or sale of the Company’s warrants.

From January 1, 2020 to March 31, 2020, Glazer sold 5,800 shares on the open market and the Company paid Glazer $15,000 representing the amount at which $10.50 exceeded the selling price.

As of March 31, 2020, the Company’s debt in connection with the Glazer Purchase Agreement amounted to $9.2 million.

Nomura Global Financial Products

On October 31, 2019, the Company entered into an agreement (the “Confirmation”) with Nomura Global Financial Products, Inc. (“NGFP”) for an OTC Equity Prepaid Forward Transaction (the “Forward Transaction”). Pursuant to the terms of the Confirmation, NGFP agreed to waive any redemption right that would require the redemption of shares that it holds at the Business Combination Date in exchange for a pro rata amount of the funds held in the Trust Account provided that the Business Combination date occurred prior to December 12, 2019. Rather, NGFP, at its sole discretion, may either sell such shares in one or more transactions, publicly or privately, at a market price of at least $10.50 per share, or hold such shares for a period of time following the consummation of the Business Combination, at which time the Company will be required to purchase from NGFP, and NGFP will be required to sell to the Company, any such shares not otherwise previously sold by NGFP. The Confirmation provides that the Forward Transaction with NGFP is for up to 2,000,000 shares of common stock. The actual number of shares held by NGFP at the Business Combination Date was 1,623,000 shares of common stock (the “Subject Shares”).

The Confirmation provided that following the closing of the Business Combination, the Company transferred from the Trust Account an amount equal to (a) the aggregate number of the Subject Shares held by NGFP, multiplied by (b) the per share redemption price for shares of common stock out of the Trust Account (the “Forward Price”) (such actual aggregate cash amount, the “Prepayment Amount”), as a partial prepayment to NGFP of the amount to be paid to NGFP in settlement of the Forward Transaction upon the Valuation Date (as defined below) for the number of shares owned by NGFP at the closing of the Business Combination. The amount of the Prepayment Amount transferred to NGFP on November 25, 2019 was $17,044,584.

After the Business Combination Date, NGFP may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately, at any time prior to the Original Valuation Date or Extended Valuation Date (each as defined below, and each a “Valuation Date”) at a price per Subject Share not less than the Forward Price. Any Subject Shares sold by NGFP during the term of

the Transaction will cease to be Subject Shares. NGFP will give written notice to the Company of any sale of Subject Shares by NGFP within two business days of the date of such sale, such notice to include the date of the sale, the number of Subject Shares sold, and confirmation that the sale price per Subject Share was not less than the Forward Price.

After the Business Combination Date, NGFP may also buy and sell additional shares for its own account or on behalf of third parties, and the pricing limitation set forth in the prior paragraph will not apply to any shares purchased after the closing of the Business Combination.

On each quarterly anniversary of the Business Combination Date (any such date, a “Cash Settlement Date”), NGFP will terminate the transaction in whole or in part by reducing the number of Subject Shares for the Forward Transaction (the reduction being “Terminated Shares”). The number of Terminated Shares with respect to any Cash Settlement Date will equal the number of Subject Shares sold by NGFP since the prior Cash Settlement Date (or with respect to the first Cash Settlement Date, the closing of the Business Combination). NGFP will notify the Company of the expected number of Terminated Shares not less than ten days prior to the applicable Cash Settlement Date. On each Cash Settlement Date, NGFP will pay the Company an amount equal to the product of (A) the number of Terminated Shares and (B) the Forward Price. With effect from the Cash Settlement Date, the remaining number of Subject Shares for the Forward Transaction will be reduced by the Terminated Shares.

The “Original Valuation Date” for the Forward Transaction will be the first anniversary of the closing of the Business Combination, provided that NGFP and the Company may, not later than ten days prior to the Original Valuation Date, agree, each in their sole discretion, to extend the Valuation Date to the second anniversary of the Business Combination (the “Extended Valuation Date”). At the Original Valuation Date or Extended Valuation Date, the Forward Transaction will be settled by NGFP delivering the remaining Subject Shares to the Company, and the Company paying NGFP an amount equal to the product of (x) the Forward Price, (y) the applicable Accrual Percentage (as defined below), and (z) the number of remaining Subject Shares. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before the Original Valuation Date, 2.75% per annum, and with respect to any settlement occurring after the Original Valuation Date, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the Business Combination and ending on the applicable day of the settlement.

For the three months ended March 31, 2020, financial expense amounted to $117,000.

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Derivative Financial Instrument

3 Months Ended

Mar. 31, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

4. DERIVATIVE FINANCIAL INSTRUMENTS

The gross notional amount of interest rate swap derivative contracts not designated as hedging instruments, outstanding as of March 31, 2020 and December 31, 2019, was €5.8 million ($6.3 million) and €6.3 million ($7.0 million), respectively.

The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands):

		Three Months Ended March 31,
Derivatives Not Designed As Hedging Instruments	Line Items	2020		2019
Interest Rate Swap	Financial income (expense), net	$	7	$	(5	)
Foreign Exchange Forward	Financial income (expense), net		—		211
Total		$	7	$	206

The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):

		As of March 31,			As of December 31,
Derivatives Not Designed As Hedging Instruments (1)	Line Items	2020			2019
Interest Rate Swap	Other long-term liabilities	$	(73	)	$	(80	)
Total		$	(73	)	$	(80	)

(1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 3”.

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement Of Cash Flows [Abstract]
Cash and cash equivalents	$ 16,237	$ 16,103
Restricted cash	$ 20,800	$ 20,900

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Transactions with Related Parties - Schedule of Expenses for Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Research and Development
Related Party Transaction [Line Items]
Expenses for related parties		$ 94
General and Administrative
Related Party Transaction [Line Items]
Expenses for related parties	$ 56	$ 94
Financial Income (Expense), Net
Related Party Transaction [Line Items]
Expenses for related parties	$ 122

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Operating Lease Liabilities Payments Due [Abstract]
2020 (remaining nine months)	$ 541
2021	527
2022	508
2023	400
2024	312
2025 and thereafter	416
Total Minimum Lease Payments	$ 2,704

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Subsequent Events - Additional Information (Details)						3 Months Ended
	May 01, 2020 USD ($) shares	Apr. 24, 2020 USD ($)	Apr. 16, 2020 USD ($) d $ / shares	Apr. 09, 2020 USD ($) shares	Apr. 07, 2020 USD ($)	Mar. 31, 2020 USD ($) $ / shares shares	Apr. 29, 2020 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 12, 2017 $ / shares
Subsequent Event [Line Items]
Amounts owed to Service Firms						$ 13,100,000
Common stock value						$ 2,000		$ 2,000
Common stock, shares issued | shares						20,254,217		19,977,113
Common stock, par value | $ / shares						$ 0.0001		$ 0.0001	$ 0.0001
Warrants issued | shares	0
Cowen Investments and Chardan
Subsequent Event [Line Items]
Aggregate settlement of investment shares | shares	440,595
Debt instrument face amount	$ 2,700,000
Cowen Investments
Subsequent Event [Line Items]
Aggregate settlement of investment shares | shares	374,506
Debt instrument face amount	$ 2,300,000
Conversion of common stock shares | shares	303,171
Chardan
Subsequent Event [Line Items]
Aggregate settlement of investment shares | shares	66,089
Debt instrument face amount	$ 405,000
Conversion of common stock shares | shares	53,501
Subsequent Event
Subsequent Event [Line Items]
Line of credit facility payment		$ 350,000
Common stock, par value | $ / shares							$ 0.0001
Common stock grant date value per share | $ / shares							$ 7.00
Subsequent Event | Earnout Shares
Subsequent Event [Line Items]
Common stock, shares issued | shares							1,763,633
Subsequent Event | Kepos Alpha Fund L.P.
Subsequent Event [Line Items]
Repurchases of common stock, shares | shares				50,000
Repurchases of common stock, value				$ 500,000
Subsequent Event | Cowen and Company, LLC and Chardan Capital markets, LLC
Subsequent Event [Line Items]
Amounts owed to Service Firms			$ 5,400,000
Subsequent Event | Cowen and Company, LLC and Chardan Capital markets, LLC | Resale Registration Statement
Subsequent Event [Line Items]
Common stock value			$ 2,700,000
Warrants exercise price | $ / shares			$ 0.01
Beneficial ownership limitation percentage			4.99%
Settlement shares, threshold percentage			15.00%
Settlement shares, trailing days | d			10
Subsequent Event | Cowen and Company, LLC and Chardan Capital markets, LLC | Resale Registration Statement | Convertible Notes
Subsequent Event [Line Items]
Convertible notes			$ 2,700,000
Debt instrument, term			3 years
Repaid earlier interest rate issuance term			1 year
Repaid after interest rate issuance term			2 years
Interest rate			5.00%
Convertible notes, threshold percentage			5.00%
Convertible notes, trailing days | d			10
Kaleyra S.p.A | Unicredit | Subsequent Event
Subsequent Event [Line Items]
Deferment of debt repayments to next 12 months				$ 1,600,000	$ 694,000

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Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Taxes [Line Items]
Income tax expense (benefit)	$ (589,000)	$ 79,000
Open tax year	2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Solutions Infini
Income Taxes [Line Items]
Undistributed earnings and profits by foreign subsidiary	$ 2,100,000
Undistributed profits	0
Expected tax expense due to undistributed earnings	$ 321,000

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Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Assets [Abstract]
VAT receivables	$ 1,132	$ 3,136
Receivables from suppliers	812	398
Credit for tax other than income tax	505	358
Income tax assets	254	270
Other receivables	54	62
Total other current assets	$ 2,757	$ 4,224

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Goodwill and Intangible Assets, Net- Summary of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2019	$ 16,953
Effect of exchange rate	(583)
Balance as of March 31, 2020	$ 16,370

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Schedule of Gain (Losses) in the Condensed Consolidated Statement of Operations Related to Derivative Contracts

The amount and location of the gains (losses) in the condensed consolidated statements of operations related to derivative contracts is as follows (in thousands):

		Three Months Ended March 31,
Derivatives Not Designed As Hedging Instruments	Line Items	2020		2019
Interest Rate Swap	Financial income (expense), net	$	7	$	(5	)
Foreign Exchange Forward	Financial income (expense), net		—		211
Total		$	7	$	206

Schedule of Fair Value Derivative Contracts Reported in Condensed Consolidated Balance Sheet

The following table presents the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):

		As of March 31,			As of December 31,
Derivatives Not Designed As Hedging Instruments (1)	Line Items	2020			2019
Interest Rate Swap	Other long-term liabilities	$	(73	)	$	(80	)
Total		$	(73	)	$	(80	)

(1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 3”.

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Other Current and Long-Term Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Liabilities for tax other than income tax	$	1,038	$	583
Social securities liabilities		184		256
Accrued financial interest		413		149
Other liabilities		388		391
Total other current liabilities	$	2,023	$	1,379

Schedule of Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Payable to supplier (1)	$	2,700	$	2,700
Long-term performance bonuses		1,433		—
Derivative contract liabilities		73		80
Other long-term liabilities		393		375
Total other long-term liabilities	$	4,599	$	3,155

(1) This obligation was settled by issuance of a note payable on May 1, 2020, when the settlement agreement with the supplier was executed. Refer to Note 19 – Subsequent events – for further details.

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Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

5. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of March 31, 2020 and December 31, 2019 was as follows (in thousands):

Balance as of December 31, 2019	$	16,953
Effect of exchange rate		(583	)
Balance as of March 31, 2020	$	16,370

Intangible assets, net

Intangible assets consisted of the following (in thousands):

	As of March 31, 2020						As of December 31, 2019
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortizable Intangible Assets:
Developed technology	$	2,711	$	1,080	$	1,631	$	2,775	$	952	$	1,823
Customer relationships		8,777		1,826		6,951		9,077		1,631		7,446
Patent		118		35		83		113		29		84
Total amortizable intangible assets	$	11,606	$	2,941	$	8,665	$	11,965	$	2,612	$	9,353

Amortization expense was $422,000 and $449,000 for the three months ended March 31, 2020 and 2019, respectively.

Total estimated future amortization expense as of March 31, 2020 is as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	1,221
2021		1,409
2022		1,138
2023		1,035
2024		834
2025 and thereafter		3,028
Total	$	8,665

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Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization and Business Operations

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Kaleyra, Inc., formerly GigCapital, Inc., (“Kaleyra,” the “Company,” “we,” “us,” and “our” refer to Kaleyra, Inc. and all of its consolidated subsidiaries) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 12, 2017, the Company completed the initial closing of its initial public offering (the “Offering”) whereby the Company sold 12,500,000 Units at a price of $10.00 per Unit. On January 9, 2018, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 1,875,000 Units at a price of $10.00 per Unit. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, three-fourths (3/4) of one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon consummation of a business combination (the “Rights”). Warrants will only be exercisable for whole shares at $11.50 per share. On January 16, 2018, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on January 17, 2018. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Any Units that were not separated, prior to the consummation of the Company’s business combination, continued to trade on the New York Stock Exchange under the symbol “GIG.U”. Any underlying shares of common stock, warrants and rights that were separated, prior to the consummation of the Company’s business combination, traded on the New York Stock Exchange under the symbols “GIG,” “GIG.WS” and “GIGr,” respectively.

On February 22, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among the Company, Kaleyra S.p.A., Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders of the ordinary shares of Kaleyra S.p.A. immediately prior to the closing of the Business Combination, and all of the stockholders of all of the Kaleyra S.p.A. stock (collectively, such Kaleyra S.p.A. stockholders, the “Sellers”), for the purpose of the Company acquiring all of the shares of Kaleyra S.p.A.

Kaleyra S.p.A. is a cloud communications software provider delivering secure Application Protocol Interfaces (“APIs”) and connectivity solutions in the API/Communication Platform as a Service or CPaaS market, headquartered in Milan, Italy and with operations in Italy, India, Dubai and the United States. Kaleyra S.p.A.’s solutions include identity authentication, mobile and voice notifications on transactions, and banking services authorizations, most notably via different integrated mobile channels through its platform.

On November 25, 2019, the Business Combination with Kaleyra S.p.A. (the “Business Combination”) was completed.

Effective as of the closing of the Business Combination, the Company changed its name to Kaleyra, Inc. Upon the consummation of the Business Combination, the Company also changed its fiscal year end to December 31st from its previous fiscal year ending September 30th, such change first being effective for its fiscal year ended December 31, 2019. For accounting purposes, Kaleyra S.p.A. was deemed the acquiror in the Business Combination.

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, Kaleyra, Inc. has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Kaleyra S.p.A. issuing stock for the net assets of Kaleyra, Inc., accompanied by a recapitalization.

As a result of the accounting for the Business Combination, the number of common shares authorized and outstanding during periods prior to the Business Combination, have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. The common stock and additional paid-in capital have also been retrospectively adjusted accordingly. Specifically, the number of common shares outstanding during periods prior to the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the Stock Purchase Agreement. Accordingly, weighted-average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination. See Note 16 – Net Loss Per Share – for further details.

Upon the closing of the Business Combination, the Company’s rights and Units ceased trading, and the Company’s common stock began trading on the NYSE American stock exchange under the symbol “KLR”. Furthermore, on December 2, 2019, Kaleyra’s warrants began trading on the NYSE American stock exchange as “KLR WS”.

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Notes Payable

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

9. NOTES PAYABLE

Notes payable to the Sellers

As consideration for the Business Combination, on November 25, 2019 the Company issued unsecured convertible promissory notes to each of Esse Effe and Maya in the amount of $6.0 million and $1.5 million, respectively, (the “Convertible Notes”) and also issued other unsecured promissory notes to each of Esse Effe and Maya in the identical respective amounts (the “Non-convertible Notes”).

Convertible Notes

As of March 31, 2020, the amount outstanding for Convertible Notes was $7.5 million and accrued interest on Convertible Notes was $76,000.

Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

Fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable on the fifteen-month anniversary of the Business Combination Date. The remaining outstanding principal balance of these Convertible Notes plus all accrued and unpaid interest and fees due under these Notes will be due and payable in full on the twenty-four-month anniversary of the Business Combination Date.

In the event that the Company receives, at any time while principal on these Convertible Notes remains outstanding, cash proceeds of an equity financing (the “Financing”) in an amount not less than $50.0 million (the “Notes Financing Proceeds”), fifty percent (50%) of the outstanding principal balance of these Notes will be due and payable no later than ten business days after the Company receives such Notes Financing Proceeds. In the event of a Financing where at any time the Company receives cash proceeds of such Financing in an amount not less than $75.0 million (the “Payoff Financing Proceeds”), one hundred percent of the remaining outstanding principal balance of these Convertible Notes, plus all accrued and unpaid interest and fees due under the Notes will be due and payable no later than ten business days after the Company receives such Payoff Financing Proceeds. The date which is the earlier of (a) the twenty-four-month anniversary of the Business Combination Date, or (b) the date payment is received from Payoff Financing Proceeds, is the “Maturity Date”.

In the event that these Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion. A conversion of any portion of these Convertible Note into shares of Company common stock will be effected at a conversion price equal to the Current Market Price as of the date of such conversion (the “Conversion Price”). The term “Current Market Price” means, generally, the average VWAP for the twenty consecutive trading days ending on the date that is five trading days prior to the date of conversion. The term “VWAP” means, for any trading day, the volume weighted average trading price of the Company’s common stock for such trading day on the NYSE (or if the Company’s common stock is no longer traded on the NYSE, on such other exchange as the Company’s common stock is then traded).

Non-convertible Notes

As of March 31, 2020, the amount outstanding for Non-convertible Notes was $7.5 million and accrued interest on Non-convertible Notes was $76,000.

Interest on the Non-convertible Notes shall accrue at a fixed interest rate equal to LIBOR plus a margin of one percent (1%) per annum, which interest rate as of the date hereof is one and ninety-one hundredths percent (1.91%). As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

The outstanding principal balance of the Non-convertible Notes, plus all accrued and unpaid interest and fees due under these notes, shall be due and payable, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), no later than ten (10) business days after the Company receives the Financing Proceeds.

Notes payable - Other

Prior to the closing of the Business Combination, the Company had issued to several of its stockholders or their affiliates various promissory notes that were due to be paid in full upon the closing of the Business Combination (such notes referred to collectively as either the “Extension Notes” or the “Working Capital Notes”). In conjunction with the completion of the Business Combination, the Company and each of GigAcquisitions, LLC (the “Sponsor”) and an affiliate of the Sponsor, GigFounders, LLC, agreed to amend and restate the Extension Notes and Working Capital Notes held by them to provide that in lieu of repaying such promissory notes in full upon the closing of the Business Combination, the outstanding principal balance of such amended and restated notes (the “Amended Extension Notes” and the “Amended Working Capital Notes”), plus all accrued and unpaid interest (as described below) and fees due under the Amended Extension Notes and Amended Working Capital Notes, shall, upon the receipt by the Company, whether in a debt or equity financing event by the Company (which may include the receipt of cash from third parties with which the Company has entered into forward share purchase agreements), of cash proceeds in an amount not less than $11.5 million (the “Financing Proceeds”), be due and payable no later than ten business days after the Company receives the Financing Proceeds. Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. None of the Amended Extension Notes or Amended Working Capital Notes will be convertible into securities of the Company. On March 31, 2020, all of the other holders of Extension Notes and Working Capital Notes similarly agreed to amend and restate these notes to exchange them into Amended Extension Notes and Amended Working Capital Notes.

As of March 31, 2020, the outstanding amount of the notes payable for these notes was $3.6 million of which $1.9 million was due to related parties.

On March 6, 2020, the Company issued to Northland, a promissory note for the principal amount of $400,000 as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination. This note bears interest at the rate of 8.0% per annum and matures on December 31, 2020.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	20,254,217	19,977,113
Common stock, shares outstanding	20,019,048	19,977,113
Treasury stock, shares	235,169	0

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands		Total	Common Stock	Additional Paid-in Capital		Treasury Stock	Accumulated Other Comprehensive Income	Retained Earnings / (Accumulated Deficit)
Beginning balance at Dec. 31, 2018		$ 4,926	$ 1	$ 10,186	[1]		$ 31	$ (5,292)
Beginning balance, shares at Dec. 31, 2018	[1]		10,687,106
Net loss		(1,379)						(1,379)
Other comprehensive loss		576					576
Ending balance at Mar. 31, 2019		4,123	$ 1	10,186	[1]		607	(6,671)
Ending balance, shares at Mar. 31, 2019	[1]		10,687,106
Beginning balance at Dec. 31, 2019		(38,774)	$ 2	2,143			74	(40,993)
Beginning balance, shares at Dec. 31, 2019			19,977,113
Common stock repurchased in connection with forward share purchase agreements				2,587		$ (2,587)
Common stock repurchased in connection with forward share purchase agreements, shares			(235,169)			235,169
Change in forward share purchase agreement liability		(271)		(271)
Stock-based compensation (RSUs)		6,204		6,204
Stock-based compensation (RSUs), shares			137,104
Common stock issued to settle a payable	[2]	527		527
Common stock issued to settle a payable, shares	[2]		140,000
Net loss		(8,823)						(8,823)
Other comprehensive loss		(498)					(498)
Ending balance at Mar. 31, 2020		$ (41,635)	$ 2	$ 11,190		$ (2,587)	$ (424)	$ (49,816)
Ending balance, shares at Mar. 31, 2020			20,019,048			235,169

[1] Amounts as of March 31, 2019 and before that date were retrospectively adjusted as a result of the accounting for the Business Combination (as defined in the notes). Specifically, the number of common shares outstanding during periods before the Business Combination are computed on the basis of the number of common shares of Kaleyra S.p.A. (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement. Common stock and additional paid-in capital were adjusted accordingly.

[2] On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”), 140,000 shares of the Company’s common stock as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

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Transactions with Related Parties

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Transactions with Related Parties

17. TRANSACTIONS WITH RELATED PARTIES

During the three months ended March 31, 2020 and 2019, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:

i. Unsecured convertible promissory notes and unsecured non-convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero and the shares are beneficially owned by Mr. Calogero who is the Chief Executive Officer and a director of Kaleyra. Esse Effe is affiliated with a former director of the Company and which holds an interest in the Company. The outstanding amount due by the Company was $15.0 million plus $152,000 of accrued interest as of March 31, 2020 ($15.0 million plus $43,000 of accrued interest as of December 31, 2019). See Note 9 – Notes Payable – for additional information;

ii. Unsecured promissory notes issued by the Company to the Sponsor and GigFounders, LLC. The outstanding amount due by the Company was $1.9 million. Accrued interest on these promissory notes amounted to $19,000 as of March 31, 2020 ($1.9 million and $5,000 of accrued interest as of December 31, 2019). See Note 9 – Notes Payable – for additional information;

iii. Legal services rendered by a partner of Studio Legale Chiomenti, that is a family member of a key manager of the Company. Costs incurred by the Company for the above services were $56,000 and zero in the three months ended March 31, 2020 and 2019;

iv. Loans granted to Company’s directors and executive managers (at the reporting date, also Company’s stockholders) whose outstanding amount was $21,000 and $22,000 as of March 31, 2020 and December 31, 2019, respectively; and

v. As of March 31, 2020 and December 31, 2019, the outstanding obligation for preference shares due to executive managers was $1,000 and $1.8 million, respectively. As mentioned above, in the three months ended March 31, 2020, as a result of a modification of the 2018 Solutions Infini Purchase Agreement, a significant portion of the liability for preference shares was reversed to the statement of operations. See Note 10 – Preference Shares Liabilities – for further details.

The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	—	$	94
General and administrative		56		94
Financial income (expense), net		122		—

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company entered into various operating lease agreements that expire over various years in the next 7 years. The Company’s Milan office lease contains an option to renew the lease for 6 years under terms and conditions set forth in the lease agreement. Certain of the Company’s leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Rent expense was $309,000 and $196,000 for the three months ended March 31, 2020 and 2019, respectively.

Future minimum lease payments under operating leases as of March 31, 2020 are as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	541
2021		527
2022		508
2023		400
2024		312
2025 and thereafter		416
Total Minimum Lease Payments	$	2,704

Contingencies

As of March 31, 2020, the Company had contingent liabilities of $126,000, relating to a tax appeal of Solutions Infini for which no provision was recognized as its occurrence was deemed remote.

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Other Current and Long-Term Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Liabilities Current [Abstract]
Liabilities for tax other than income tax	$ 1,038	$ 583
Social securities liabilities	184	256
Accrued financial interest	413	149
Other liabilities	388	391
Total other current liabilities	$ 2,023	$ 1,379

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Bank and Other Borrowings - Summary of Payments Obliged (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Bank And Other Borrowings [Abstract]
2020 (remaining nine months)	$ 3,784
2021	9,330
2022	7,637
2023	5,339
2024	456
Total	$ 26,546

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Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other Commitments [Line Items]
Operating lease, rent expense	$ 309,000	$ 196,000
Amount of contingent liabilities payable	126,000
Provision for contingent liabilities	$ 0
Milan office
Other Commitments [Line Items]
Operating lease, option to renew	true
Operating lease, renewal term	6 years

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Description of Organization and Business Operations - Additional Information (Details) - $ / shares	Jan. 18, 2018	Dec. 12, 2017	Mar. 31, 2020	Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Number of shares of common stock per unit		1
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Initial Public Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Units sold in offering		12,500,000
Sale of stock price per unit		$ 10.00
Second Closing of Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10.00
Units sold in offering	1,875,000
Rights
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of receive/purchase one share of common stock		10.00%
Warrants
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of receive/purchase one share of common stock		75.00%
Business combination, share price		$ 11.50	$ 11.50

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Fair Value Measurements - Summary of Values of Short-term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Mutual Fund
Schedule Of Available For Sale Securities [Line Items]
Short-term investments, Cost		$ 5,129
Short-term investments, Unrealized gains		1
Short-term investments, Unrealized losses		(6)
Short-term investments, Fair value		$ 5,124
Certificates of Deposit
Schedule Of Available For Sale Securities [Line Items]
Short-term investments, Cost	$ 3,079
Short-term investments, Fair value	$ 3,079

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Bank and Other Borrowings - Additional Information (Details)				3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 20, 2020 USD ($)	Mar. 11, 2020 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 20, 2020 EUR (€)	Mar. 11, 2020 EUR (€)	Jan. 23, 2020 USD ($)	Dec. 31, 2019 USD ($)
Bank And Other Borrowings [Line Items]
Line of credit facility, maximum borrowing capacity	$ 6,600,000			$ 6,600,000					$ 5,600,000
Line of credit facility, used	$ 5,300,000			$ 5,300,000					$ 3,600,000
Interest variable rates				1.00%
Weighted average interest rate	1.22%			1.22%
Interest expense				$ 218,000	$ 90,000
Minimum
Bank And Other Borrowings [Line Items]
Interest variable rates				0.60%
Maximum
Bank And Other Borrowings [Line Items]
Interest variable rates				7.60%
Kaleyra S.p.A | Intesa SanPaolo S.p.A.
Bank And Other Borrowings [Line Items]
Deferment of debt repayments beyond December 31, 2020	$ 404,000
Kaleyra S.p.A | Monte dei Paschi di Siena S.p.A. | Unsecured Loan Agreement
Bank And Other Borrowings [Line Items]
Debt instrument, term			36 months
Debt instrument face amount			$ 2,200,000				€ 2,000,000.0
Interest rate			1.50%				1.50%
Kaleyra S.p.A | Banco Popolare di Milano S.p.A. | BPM Loan Agreement
Bank And Other Borrowings [Line Items]
Interest variable rates		3.00%
Debt instrument, term		45 months
Debt instrument face amount		$ 6,500,000				€ 6,000,000.0
Description of variable rate		three-month Euribor plus a spread of 3.00%.
Frequency of periodic repayment		15 quarterly installments
Revolving Credit Facility | Intesa SanPaolo S.p.A.
Bank And Other Borrowings [Line Items]
Line of credit facility, used	$ 950,000			$ 950,000
Weighted average interest rate	1.52%			1.52%
Revolving Credit Facility | Buc Mobile
Bank And Other Borrowings [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,000,000.0			$ 1,000,000.0
Revolving Credit Facility | Buc Mobile | Intesa SanPaolo S.p.A.
Bank And Other Borrowings [Line Items]
Line of credit facility, maximum borrowing capacity								$ 1,000,000
New Financing | Kaleyra S.p.A | Banco Popolare di Milano S.p.A. | BPM Loan Agreement
Bank And Other Borrowings [Line Items]
Debt instrument face amount		$ 2,700,000

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Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 422,000	$ 449,000

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Derivative Financial Instruments - Schedule of Gain (Losses) in Condensed Consolidated Statement of Operations Related to Derivative Contracts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Derivative Instruments Gain Loss [Line Items]
Total	$ 7	$ 206
Interest Rate Swap | Financial Income (Expense), Net
Derivative Instruments Gain Loss [Line Items]
Gain loss on interest rate derivative instruments	$ 7	(5)
Foreign Exchange Forward | Financial Income (Expense), Net
Derivative Instruments Gain Loss [Line Items]
Gain loss on Foreign exchange forward derivative instruments		$ 211

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Restricted Stock Units - Summary of Outstanding RSUs (Details) - $ / shares		3 Months Ended
	Mar. 24, 2020	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Shares granted	113,506
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Non-vested as of December 31, 2019		3,336,095
Number of shares, Shares vested		(137,104)
Number of shares, Shares granted		113,506
Number of shares, Shares cancelled		(132,897)
Number of shares, Non-vested as of March 31, 2020		3,179,600
Weighted-average grant date fair value (per share), Non-vested as of December 31, 2019		$ 8.25
Weighted-average grant date fair value (per share), Vested		8.25
Weighted-average grant date fair value (per share), Granted		6.23
Weighted-average grant date fair value (per share), Cancelled		8.25
Weighted-average grant date fair value (per share), Non-vested as of March 31, 2020		$ 8.18

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Net Loss Per Share - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 12, 2017
Class Of Stock [Line Items]
Weighted-average number of outstanding shares of common stock excluded from calculation of diluted net loss per share	14,346,056	0
Warrants
Class Of Stock [Line Items]
Business combination, share price	$ 11.50		$ 11.50
Warrant agreement date	Dec. 12, 2017
Number of fractional shares issued upon exercise of warrants	0
Period after business combination when warrants become exercisable	30 days
Warrants exercisable expiration period after completion of business combination	5 years
Net cash settlement value of warrants	$ 0
Redemption price per warrant	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days
Minimum price per share required for redemption of warrants	$ 18.00
Warrants redemption covenant, threshold trading days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days
Warrants or rights outstanding	11,154,938

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Bank and Other Borrowings

3 Months Ended

Mar. 31, 2020

Bank And Other Borrowings [Abstract]

Bank and Other Borrowings

7. BANK AND OTHER BORROWINGS

Credit line facilities

As of March 31, 2020, the Company had credit line facilities granted for a total amount of $6.6 million, of which $5.3 million had been used, including a credit revolving facility denominated in US Dollar for $1.0 million granted to Buc Mobile in January 2020. As of December 31, 2019, the Company had available credit line facilities denominated in Euro for $5.6 million, of which $3.6 million had been used.

The credit lines denominated in Euro may be drawn upon at variable interest rates in the following range: 0.6% - 7.6%. The weighted average interest rate on the credit line facilities outstanding as of March 31, 2020, was 1.22%.

As mentioned above, on January 23, 2020, Buc Mobile entered into a revolving credit facility with Intesa Sanpaolo S.p.A. for a total amount of $1 million to be used solely for the purpose of Buc Mobile general working capital needs. As of March 31, 2020, this revolving credit facility was drawn for $950,000. The average effective interest rate for the three months ended March 31, 2020 was 1.52%.

Long-term bank and other borrowings

Long-term bank and other borrowings consist of the following (in thousands):

									Interest Nominal Rate
	As of March 31,		As of December 31,			Interest			As of March 31,			As of December 31,
	2020		2019		Maturity	Contractual Rate			2020			2019
UniCredit S.p.A.    (Line A Tranche (1)	$	3,219	$	3,609	January 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A.    (Line A Tranche (2)		151		167	May 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A. (Line B)		2,941		3,229	November 2023	Euribor 3 months + 2.90%				2.60	%		2.60	%
UniCredit S.p.A. (Line C)		2,497		2,787	February 2023	Euribor 3 months + 3.90%				3.53	%		3.53	%
Intesa Sanpaolo S.p.A.    (Line 1)		834		988	October 2021	Euribor 3 months + 1.80%				1.88	%		1.88	%
Intesa Sanpaolo S.p.A.    (Line 2)		3,841		4,183	October 2023	Euribor 3 months + 2.60%				2.60	%		2.60	%
UBI Banca S.p.A. (Line 1)		257		332	February 2021		1.25	%		1.25	%		1.25	%
UBI Banca S.p.A. (Line 2)		1,198		1,499	April 2021	Euribor 3 months +1.95%				1.55	%		1.55	%
Monte dei Paschi di    Siena S.p.A. (Line 1)		457		521	April 2022		0.95	%		0.95	%		0.95	%
Monte dei Paschi di    Siena S.p.A. (Line 2)		2,190		—	June 2023		1.50	%		1.50	%		—
Banco Popolare di Milano    S.p.A. (Line 1)		1,312		1,336	June 2023	Euribor 3 months + 2.00%				2.00	%		2.00	%
Banco Popolare di Milano    S.p.A. (Line 2)		—		3,893	September 2022	Euribor 3 months + 2.00%				—			2.00	%
Banco Popolare di Milano    S.p.A. (Line 3)		6,517		—	March 2024	Euribor 3 months + 3.00%				2.16	%		—
Simest 1		275		280	December 2022		0.50	%		0.50	%		0.50	%
Simest 2		273		279	December 2022		0.50	%		0.50	%		0.50	%
Simest 3		503		512	December 2022		0.50	%		0.50	%		0.50	%
Finlombarda S.p.A.		81		83	December 2020		0.50	%		0.50	%		0.50	%
Total bank and other    borrowings		26,546		23,698
Less: current portion		5,925		7,564
Total long-term portion	$	20,621	$	16,134

On March 11, 2020, Kaleyra S.p.A. entered into a 36-month unsecured loan agreement with Monte dei Paschi di Siena S.p.A. for $2.2 million (€2.0 million). The total amount of this new facility was drawn in full the same date. This facility bears interest at a fixed rate equal to 1.5%.

On March 20, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement (the “BPM Loan Agreement”) with Banco BPM S.p.A. (formerly Banco Popolare di Milano S.p.A.) for a total of $6.5 million (€6.0 million). The BPM Loan Agreement includes a new financing of $2.7 million with the remaining balance used to pay off the original loan dated July 23, 2019, by and between Kaleyra S.p.A. and Banco BPM S.p.A. The BPM Loan Agreement has a maturity of 45 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 3.00%. The BPM Loan Agreement is to be repaid in 15 quarterly installments. The total amount of the BPM Loan Agreement, less amounts related to commissions, fees and expenses, was drawn in full the same date as the BPM Loan Agreement.

On March 31, 2020, Kaleyra S.p.A. received the approval by Intesa Sanpaolo S.p.A. to postpone payment of the amounts due under the existing loans for the next 3 months. As a result of this approval the Company will postpone the payments of approximately $404,000 beyond December 31, 2020.

Subsequent to March 31, 2020, Kaleyra S.p.A. received the approval to postpone the payment of the amounts due under the existing loans for the next 6 to 9 months by UniCredit, UBI Banca S.p.A. and Simest S.p.A. See Note 19 – Subsequent Events – for further details.

As of March 31, 2020, all of the available long-term facilities were drawn in full.

Interest expense on bank and other borrowings was $218,000 for the three months ended March 31, 2020 and $90,000 for the three months ended March 31, 2019.

As of March 31, 2020, the Company is obliged to make payments as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	3,784
2021		9,330
2022		7,637
2023		5,339
2024		456
Total	$	26,546

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Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. FAIR VALUE MEASUREMENTS

The following tables provide the assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair Value Hierarchy as of March 31, 2020						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Certificates of deposit (1)	$	—	$	3,079	$	—	$	3,079
Total Assets	$	—	$	3,079	$	—	$	3,079
Liabilities:
Interest Rate Swap (2)	$	—	$	73	$	—	$	73
Preference shares (3)		—		—		2		2
Debt for forward share purchase agreements (4)		—		31,530		—		31,530
Total Liabilities	$	—	$	31,603	$	2	$	31,605

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) The preference shares liability was previously estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020.  On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share.

(4) Based on the information available at the reporting date, debts for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

	Fair Value Hierarchy as of December 31, 2019						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Mutual funds (1)	$	5,124	$	—	$	—	$	5,124
Total Assets	$	5,124	$	—	$	—	$	5,124
Liabilities
Interest Rate Swap (2)	$	—	$	80	$	—	$	80
Preference shares (3)		—		—		2,530		2,530
Debt for forward share purchase agreements (4)		—		34,013		—		34,013
Total Liabilities	$	—	$	34,093	$	2,530	$	36,623

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ended March 31, 2020 was materially below its expected level, this would have resulted in a change of the preference shares liability.

(4) Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

The values of short-term investments as of March 31, 2020 and as of December 31, 2019 were as follows (in thousands):

	As of March 31,								As of December 31,
	2020								2019
	Cost		Unrealized gains		Unrealized losses		Fair value		Cost		Unrealized gains		Unrealized losses			Fair value
Mutual funds	$	—	$	—	$	—	$	—	$	5,129	$	1	$	(6	)	$	5,124
Certificates of deposit		3,079		—		—		3,079		—		—		—			—

The following table presents changes during the three months ended March 31, 2020 in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

	Fair Value Beginning of Period		Net Realized and Unrealized (Gains) Losses Included in Income			Other Comprehensive (Income) Loss			Purchases, Sales, Issuances and Settlements, Net		Change in scope of consolidation		Gross Transfers In		Fair Value End of Period
March 31, 2020
Liabilities:
Preference shares	$	2,530	$	(2,486	)	$	(42	)	$	—	$	—	$	—	$	2

There were no transfers of liabilities into or out of Level 2 or Level 3 for the three months ended March 31, 2020 and the year ended December 31, 2019.

Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands):

	Research and development			Sales and marketing			General and administrative			Financial income (expense), net			Foreign currency Income (loss)		Total
Three months ended March 31, 2020
Liabilities:
Preference shares	$	(941	)	$	(372	)	$	(756	)	$	(417	)	$	—	$	(2,486	)
Three months ended March 31, 2019
Liabilities:
Preference shares		117			46			94			58			—		315

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of our management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with our consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2020.

These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies.

Liquidity

Liquidity

In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities, and its current liabilities exceed its current assets as of March 31, 2020. The condensed consolidated balance sheet as of March 31, 2020 includes total current assets of $80.4 million and total current liabilities of $121.1 million, resulting in net liabilities due within the next 12 months of $40.7 million.

The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfill these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal, including, among others:

• the subscription of a new loan agreement with a bank that is currently a lender to the Company;

• signing of two new line of credit facilities;

• a refinanced loan that extended payment terms and provided additional funds;

• the amendments of the repayment schedules of certain existing long-term financing agreements to postpone the amounts due in the next three to nine months of 2020; and

• the renegotiation of the payment terms of a payable related to costs incurred in the Business Combination.

Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements described above, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued.

Business seasonality

Business seasonality

The Company’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the financial year. We believe this variability is largely due to the market demand for our customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of our historically higher portion of sales in the fourth quarter of each year, our cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the recent outbreak of a novel strain of the coronavirus (“COVID-19”).

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, restricted cash and cash equivalents, short-term investments and trade receivables. The Company maintains cash and cash equivalents and short-term investments with financial institutions that management believes are financially sound.

The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In the three months ended March 31, 2020 and 2019, there were zero and one customer, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three months ended March 31, 2019, revenue generated by that one customer accounted for $3.1 million. As of March 31, 2020 and December 31, 2019, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables.

Reclassifications

Reclassifications

Certain reclassifications have been made to the 2019 presentation to conform to the current period’s presentation, none of which had an effect on total assets, total liabilities, stockholders’ equity (deficit), or net loss.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply to contract modifications that replace a reference rate (e.g. LIBOR) affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: (i) modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; (ii) modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate or remeasurements of lease payments. For other Topics or Industry Subtopics in the Codification, the amendments also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant Topic or Industry Subtopic. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03 “Codification Improvements to Financial Instruments”, which improves various financial instruments Topics in the Codification in order to increase stakeholder awareness of the amendments and to expedite the improvement process. The amendments in this ASU clarify or address stakeholders’ specific issues as described below:

i. Issue 1: Fair Value Option Disclosures: The amendments clarify that all entities are required to provide the fair value option disclosures in paragraphs 825-10-50-24 through 50-32.

ii. Issue 2: Applicability of Portfolio Exception in Topic 820 to Nonfinancial Items: Paragraphs 820-10-35-2A(g) and 820-10-35-18L are amended to include the phrase nonfinancial items accounted for as derivatives under Topic 815 to be consistent with the previous amendments to Section 820-10-35.

iii. Issue 3: Disclosures for Depository and Lending Institutions: The amendments clarify that the disclosure requirements in Topic 320 apply to the disclosure requirements in Topic 942 for depository and lending institutions.

iv. Issue 4: Cross-Reference to Line-of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50: The amendments improve the understandability of the guidance.

v. Issue 5: Cross-Reference to Net Asset Value Practical Expedient in Subtopic 820-10: The amendments improve the understandability of the guidance.

vi. Issue 6: Interaction of Topic 842 and Topic 326: The amendments clarify that the contractual term of a net investment in a lease determined in accordance with Topic 842 should be the contractual term used to measure expected credit losses under Topic 326.

vii. Issue 7: Interaction of Topic 326 and Subtopic 860-20: The amendments to Subtopic 860- 20 clarify that when an entity regains control of financial assets sold, an allowance for credit losses should be recorded in accordance with Topic 326.

For Issue 1, 2, 4 and 5, for public business entities, the amendments are effective upon issuance of this final ASU. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years beginning after December 15, 2020. Early application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

For Issue 3, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2019-04, for the guidance related to the amendments in ASU 2016-01. The effective date of ASU 2019-04 for the amendments to ASU 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its consolidated financial statements.

For Issue 6 and 7, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have not adopted the amendments in ASU 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13 which for an emerging growth company is in 2023. Early adoption is permitted in any interim period as long as the entity has adopted the amendments in ASU 2016-13. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02 “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). This ASU applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Moreover, the amendments in this ASU add a note to a SEC paragraph pursuant to the issuance of ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The note added states that at the December 2019 AICPA National Conference on Current SEC and PCAOB Developments, the SEC staff announced that it would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting Topic 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. This announcement is applicable only to public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC. This announcement is not applicable to other public business entities.

In January 2020, the FASB issued ASU 2020-01 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under ASU 2018-13 remove, add, and modify certain disclosure requirements on fair value measurements in ASC 820. In particular, the following disclosure were added: (i) The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; (ii) The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

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Other Assets (Tables)

3 Months Ended

Mar. 31, 2020

Other Assets [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
VAT receivables	$	1,132	$	3,136
Receivables from suppliers		812		398
Credit for tax other than income tax		505		358
Income tax assets		254		270
Other receivables		54		62
Total other current assets	$	2,757	$	4,224

Schedule of Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Non-current income tax credit (advances and tax reduced at sources)	$	1,726	$	1,029
Miscellaneous		356		174
Total other long-term assets	$	2,082	$	1,203

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments under Operating Leases

Future minimum lease payments under operating leases as of March 31, 2020 are as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	541
2021		527
2022		508
2023		400
2024		312
2025 and thereafter		416
Total Minimum Lease Payments	$	2,704

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

19. SUBSEQUENT EVENTS

On April 7, 2020, Kaleyra S.p.A. received the approval by UBI Banca S.p.A. to postpone the amounts due under the existing loans for the next 6 months. As a result of this approval, the Company will postpone the payments of approximately $694,000 beyond the next 6 months.

On April 9, 2020, Kaleyra S.p.A. received the approval by UniCredit to postpone the amounts due under the existing loans for the next 6 months. As a result of this approval, the Company will postpone the payments of approximately $1.6 million beyond the next 6 months.

On April 9, 2020, the Company repurchased 50,000 shares of its common stock from KAF in connection with the KAP Amendments for a total purchase price of approximately $0.5 million.

On April 16, 2020, in connection with the previously consummated Business Combination, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with its financial advisory service firms, Cowen and Company, LLC (“Cowen”) and Chardan Capital Markets, LLC, (“Chardan” and collectively the “Service Firms”), pursuant to which it agreed to pay an affiliate of Cowen, Cowen Investments II LLC (“Cowen Investments”), and Chardan, in full satisfaction of all amounts owed to the Service Firms as of December 31, 2019, $5.4 million in the aggregate, as follows: (i) $2.7 million in the aggregate in common stock of the Company (the “Settlement Shares”) to be issued the business day prior to the filing of a resale registration statement for such Settlement Shares (the “Resale Registration Statement”), (ii) convertible notes totaling $2.7 million in the aggregate with a maturity date three years after issuance and bearing interest at five percent (5%) per annum (but with lower interest rates if the notes are repaid earlier than one year or two years after issuance) and with interest paid in arrears to the payee on March 15, June 15, September 15 and December 15 of each year, with such convertible notes to also be issued the business day prior to the filing of the Resale Registration Statement and (iii) in the event that the Beneficial Ownership Limitation (as defined below) would otherwise be exceeded upon delivery of the Settlement Shares above, a warrant agreement also to be entered into with and issued to the Services Firms the business day prior to the filing of the Resale Registration Statement, whereby the amount of common stock of the Company by which the Beneficial Ownership Limitation would otherwise have been exceeded upon delivery of the Settlement Shares will be substituted for by warrants with an exercise price of $0.01 per share issued pursuant to a Warrant Agreement (the “Warrant Agreement”) and the common stock underlying the Warrant Agreement (the “Warrant Shares”). The Beneficial Ownership Limitation shall initially be 4.99% of the number of shares of the common stock outstanding of the Company immediately after giving effect to the issuance of these shares of common stock. The number of Settlement Shares shall be calculated using as the price per Settlement Share an amount equal to a fifteen percent (15%) discount to the ten-day (10-day) trailing dollar volume-weighted average price for the common stock of the Company on the NYSE American LLC stock exchange (the “VWAP”) on the business day immediately prior to the date on which Kaleyra files the Resale Registration Statement. In addition, the price per share for determining the number of shares of common stock of the Company to be issued upon the conversion of the convertible notes shall be a five percent (5%) premium to the ten-day (10-day) trailing VWAP as of the date immediately prior to the issuance date of the convertible notes, rounded down to the nearest whole number.

On April 24, 2020, Kaleyra S.p.A. received the approval by Simest S.p.A. to postpone the amounts due under the existing loans in 2020. As a result of this approval, the Company will postpone the payments of approximately $350,000 beyond December 31, 2020.

On April 29, 2020, the Company issued 1,763,633 shares (the “2019 Earnout Shares”) of the Company’s common stock, par value $0.0001 per share, at a fair value of $7.00 per share.

On May 1, 2020, in connection with the Settlement Agreement, the Company issued: (i) an aggregate of 440,595 Settlement Shares to Cowen Investments and Chardan, consisting of 374,506 Settlement Shares issued to Cowen Investments, and 66,089 Settlement Shares issued to Chardan; and (ii) convertible promissory notes in the aggregate principal amount of $2.7 million to Cowen

Investments and Chardan, consisting of a convertible promissory note in the principal amount of $2.3 million issued to Cowen Investments (the “Cowen Note”) and a convertible promissory note in the principal amount of $405,000 issued to Chardan (the “Chardan Note”), respectively. The unpaid principal of the Cowen Note is convertible at the option of Cowen Investments into 303,171 shares of common stock of the Company, if there has been no principal reduction, and the unpaid principal of the Chardan Note is convertible at the option of Chardan into 53,501 shares of common stock of the Company, if there has been no principal reduction. As the Beneficial Ownership Limitation was not triggered by the issuance of the Settlement Shares, no Warrant Agreement was necessary and no warrants were issued.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 12, 2020
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Registrant Name	KALEYRA, INC.
Entity Central Index Key	0001719489
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		22,195,276
Entity Interactive Data Current	Yes
Entity File Number	001-38320
Entity Tax Identification Number	82-3027430
Entity Incorporation, State or Country Code	DE
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
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Par Value $0.0001 Per Share
Document Information [Line Items]
Title of Each Class	Common Stock, par value $0.0001 per share
Trading Symbol	KLR
Security Exchange Name	NYSEAMER
Warrants, at an Exercise Price of $11.50 per Share of Common Stock
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
Security Exchange Name	NYSEAMER

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net loss		$ (8,823)	$ (1,379)
Other comprehensive income (loss):
Foreign currency translation adjustments		(502)	561
Net unrealized gain on marketable securities, net of tax	[1]	4	15
Total other comprehensive income (loss)		(498)	576
Total comprehensive loss		$ (9,321)	$ (803)

[1] The Company recorded $1,000 and $5,000 of tax expense on unrealized gain on marketable securities for the three months ended March 31, 2020 and 2019, respectively.

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

15. INCOME TAXES

The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

The Company recorded an income tax benefit of $589,000 and an income tax expense $79,000 for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, the Company had $2.1 million of undistributed earnings and profits generated by a foreign subsidiary (Solutions Infini) for which no deferred tax liabilities have been recorded, since the Company intends to indefinitely reinvest such earnings in the subsidiary to fund the international operations and certain obligations of the subsidiary. Should the above undistributed earnings be distributed in the form of dividends or otherwise, the distributions would result in $321,000 of tax expense.

The Company files income tax returns in the United States and in foreign jurisdictions including Italy, India, and Switzerland. As of March 31, 2020, the tax years 2007 through the current period remain open to examination in each of the major jurisdictions in which the Company is subject to tax.

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Other Current and Long-Term Liabilities

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Other Current and Long-Term Liabilities

11. OTHER CURRENT AND LONG-TERM LIABILITIES

Other current liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Liabilities for tax other than income tax	$	1,038	$	583
Social securities liabilities		184		256
Accrued financial interest		413		149
Other liabilities		388		391
Total other current liabilities	$	2,023	$	1,379

Other long-term liabilities consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Payable to supplier (1)	$	2,700	$	2,700
Long-term performance bonuses		1,433		—
Derivative contract liabilities		73		80
Other long-term liabilities		393		375
Total other long-term liabilities	$	4,599	$	3,155

(1) This obligation was settled by issuance of a note payable on May 1, 2020, when the settlement agreement with the supplier was executed. Refer to Note 19 – Subsequent events – for further details.

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

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

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Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Loss Per Share

The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data):

	Three Months Ended March 31,
	2020			2019
Net loss	$	(8,823	)	$	(1,379	)
Weighted-average shares used to compute net loss per common share, basic and diluted		19,979,589			10,687,106
Net loss per common share, basic and diluted	$	(0.44	)	$	(0.13	)

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Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Assets:
Total Assets	$ 3,079	$ 5,124
Liabilities:
Total Liabilities	31,605	36,623
Mutual Fund
Assets:
Total Assets		5,124
Interest Rate Swap
Liabilities:
Total Liabilities	73	80
Preference Shares
Liabilities:
Total Liabilities	2	2,530
Debt for Forward Share Repurchase Agreement
Liabilities:
Total Liabilities	31,530	34,013
Certificates of Deposit
Assets:
Total Assets	3,079
Level 1
Assets:
Total Assets		5,124
Level 1 | Mutual Fund
Assets:
Total Assets		5,124
Level 2
Assets:
Total Assets	3,079
Liabilities:
Total Liabilities	31,603	34,093
Level 2 | Interest Rate Swap
Liabilities:
Total Liabilities	73	80
Level 2 | Debt for Forward Share Repurchase Agreement
Liabilities:
Total Liabilities	31,530	34,013
Level 2 | Certificates of Deposit
Assets:
Total Assets	3,079
Level 3
Liabilities:
Total Liabilities	2	2,530
Level 3 | Preference Shares
Liabilities:
Total Liabilities	$ 2	$ 2,530

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Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Transfers of liabilities into or out of level 2 or level 3	$ 0	$ 0

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Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Revenue	$ 33,633	$ 27,725
Italy
Segment Reporting Information [Line Items]
Revenue	$ 14,608	$ 13,408
Italy | Geographic Concentration Risk | Revenue
Segment Reporting Information [Line Items]
Concentration risk percentage	43.40%	48.40%
India
Segment Reporting Information [Line Items]
Revenue	$ 8,893	$ 8,171
India | Geographic Concentration Risk | Revenue
Segment Reporting Information [Line Items]
Concentration risk percentage	26.40%	29.50%
United States
Segment Reporting Information [Line Items]
Revenue	$ 4,289	$ 1,692
United States | Geographic Concentration Risk | Revenue
Segment Reporting Information [Line Items]
Concentration risk percentage	12.80%	6.10%
Europe (excluding Italy)
Segment Reporting Information [Line Items]
Revenue	$ 2,573	$ 3,598
Europe (excluding Italy) | Geographic Concentration Risk | Revenue
Segment Reporting Information [Line Items]
Concentration risk percentage	7.70%	13.00%
Rest of the World
Segment Reporting Information [Line Items]
Revenue	$ 3,270	$ 856
Rest of the World | Geographic Concentration Risk | Revenue
Segment Reporting Information [Line Items]
Concentration risk percentage	9.70%	3.00%

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Notes Payable - Additional Information (Details) - USD ($)			3 Months Ended
	Mar. 06, 2020	Nov. 25, 2019	Mar. 31, 2020
Debt Instrument [Line Items]
Notes, interest rate description			Interest on the Convertible Notes will accrue at a fixed interest rate equal to the one-year US dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve-month anniversary of the Business Combination Date and (2) on the date which is the twenty-four-month anniversary of the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
Contractual Interest Rate, Percentage			1.00%
Outstanding principal balance			50.00%
Number of business days after the Company receives such Payoff Financing Proceeds			10 days
Percentage of remaining outstanding principal balance			100.00%
Notes converted description			Convertible Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of these Notes, together with all accrued but unpaid interest on these Convertible Notes, may be converted into shares of Company common stock, in part or in whole, at the option of the holder of these Convertible Notes by providing written notice at least three business days prior to the date of conversion.
Promissory Note | Northland Securities
Debt Instrument [Line Items]
Debt instrument face amount	$ 400,000
Interest Nominal Rate	8.00%
Debt instrument, maturity date	Dec. 31, 2020
Maximum
Debt Instrument [Line Items]
Contractual Interest Rate, Percentage			7.60%
Proceeds from equity financing			$ 50,000,000.0
Cash received from payoff financing proceeds			$ 75,000,000.0
Minimum
Debt Instrument [Line Items]
Contractual Interest Rate, Percentage			0.60%
Convertible Notes
Debt Instrument [Line Items]
Notes payable			$ 7,500,000
Accrued interest			$ 76,000
Non-convertible Notes
Debt Instrument [Line Items]
Notes, interest rate description			Interest on the Non-convertible Notes shall accrue at a fixed interest rate equal to LIBOR plus a margin of one percent (1%) per annum, which interest rate as of the date hereof is one and ninety-one hundredths percent (1.91%). As used herein, “LIBOR” means the one-year US Dollar LIBOR interest rate published in The Wall Street Journal on the Business Combination Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
Notes payable			$ 7,500,000
Accrued interest			$ 76,000
Notes, LIBOR interest rate			1.91%
Number of business days after the Company receives such Financing Proceeds			10 days
Non-convertible Notes | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Contractual Interest Rate, Percentage			1.00%
Non-convertible Notes | Maximum
Debt Instrument [Line Items]
Proceeds from equity financing			$ 11,500,000
Extension Notes and Working Capital Notes
Debt Instrument [Line Items]
Notes, interest rate description			Interest on the Amended Extension Notes and Amended Working Capital Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the closing of the Business Combination, which is one and ninety-one hundredths percent (1.91%), plus a margin of one percent (1%) per annum. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
Notes payable			$ 3,600,000
Notes, LIBOR interest rate			1.91%
Number of business days after the Company receives such Financing Proceeds			10 days
Notes payable due to related parties			$ 1,900,000
Extension Notes and Working Capital Notes | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Contractual Interest Rate, Percentage			1.00%
Extension Notes and Working Capital Notes | Maximum
Debt Instrument [Line Items]
Proceeds from equity financing			$ 11,500,000
Esse Effe S.p.A
Debt Instrument [Line Items]
Cash consideration		$ 6,000,000.0
Maya
Debt Instrument [Line Items]
Cash consideration		$ 1,500,000

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Restricted Stock Units

3 Months Ended

Mar. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Restricted Stock Units

14. RESTRICTED STOCK UNITS (RSUs)

On March 24, 2020, the Board’s Compensation Committee approved the grant of 113,506 RSUs to a new manager of the Company. These RSUs have no performance conditions and vest as follows: (i) 25% of the shares vest on February 1, 2021 and (ii) the remaining 75% vests in equal quarterly installments over a three-year period starting from February 1, 2021.

The following table sets forth the activity related to the number of outstanding RSUs for the three months ended March 31, 2020:

	Number of shares			Weighted- average grant date fair value (per share)
Non-vested as of December 31, 2019		3,336,095		$	8.25
Vested		(137,104	)		8.25
Granted		113,506			6.23
Cancelled		(132,897	)		8.25
Non-vested as of March 31, 2020		3,179,600		$	8.18

RSUs compensation expense for the three months ended March 31, 2020 was $6.2 million, which was recorded as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	1,312	$	—
Sales and marketing		1,053		—
General and administrative		3,839		—
Total	$	6,204	$	—

As of March 31, 2020, there was $19.2 million of unrecognized compensation cost related to non-vested RSUs to be recognized over a weighted-average remaining period of 1.55 years.

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Preference Shares Liabilities

3 Months Ended

Mar. 31, 2020

Preference Shares Liabilities [Abstract]

Preference Shares Liabilities

10. PREFERENCE SHARES LIABILITIES

Preference shares liabilities amounting to $2,000 and $2.5 million as of March 31, 2020 and December 31, 2019, respectively, represent the Company’s obligation to purchase in 2020 the preference shares from certain employees of Solutions Infini as a part of the Solutions Infini 2018 Purchase Agreement.

On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share. As a result of this modification, the total preference shares obligation was reduced to Indian Rupee 132,000 ($2,000 at the March 31, 2020 exchange rate).

On January 31, 2020, the Company agreed to pay to the eligible employees of the preference shares, performance bonuses for a total amount of $3.5 million (at the March 31, 2020 exchange rate), to be paid in 2020, as a replacement of the preference shares obligation.

On March 24, 2020, given the prevailing situation of the COVID-19 pandemic both globally and in India, the Company agreed with two of the eligible employees to delay payment of their performance bonuses, for a total amount of $1.4 million (at the March 31, 2020 exchange rate), and evaluate the timeline for payment thereof at a later date.

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)	Mar. 06, 2020 shares
Northland Securities Inc
Common stock issued to settle a payable, shares	140,000

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Revenue

3 Months Ended

Mar. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue

18. REVENUE

Revenue Recognition

The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers. Taxes collected are subsequently remitted to governmental authorities.

The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies a performance obligation.

Nature of Products and Services

The Company's revenue is primarily derived from usage-based fees earned from the sale of communications services offered through software solutions to large enterprises, as well as small and medium-sized customers.

The Company’s revenue is recognized upon the sending of a SMS message or by the authentication of a financial transaction of an end user of the Company’s customer using the Company’s platform in an amount that reflects the consideration the Company expects to receive in exchange for those services which is generally based upon agreed fixed prices per unit.

Platform access is considered a monthly series comprised of one performance obligation and usage-based fees are recognized as revenue in the period in which the usage occurs. After usage occurs, there are no remaining obligations that would preclude revenue recognition. Revenue from usage-based fees represented 98% and 99% of total revenue, for the three months ended March 31, 2020 and 2019, respectively.

Subscription-based fees are derived from certain term-based contracts, such as with the sales of short codes and customer support, which is generally one year. Term-based contract revenue is recognized on a ratable basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Revenue from term-based fees represented 2% and 1% of total revenue for the three months ended March 31, 2020 and 2019, respectively.

The Company's arrangements do not contain general rights of return. The contracts do not provide customers with the right to take possession of the software supporting the applications. Amounts that have been invoiced are recorded in trade receivables and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met.

Contract Balances

The Company receives payments from customers based on a billing schedule as established in its contracts. Contract assets are recorded when the Company has a conditional right to consideration for its completed performance under the contracts. Trade receivables are recorded when the right to this consideration becomes unconditional, which is as usage occurs. The Company did not have any contract assets as of March 31, 2020 and December 31, 2019.

Deferred revenue is recorded when cash payments are received in advance of future usage on non-cancellable contracts. As of March 31, 2020 and December 31, 2019, the Company recorded $1.5 million and $1.4 million, respectively, as deferred revenue in its condensed consolidated balance sheets. In the three months ended March 31, 2020, the Company recognized $647,000 of revenue that was included in the deferred revenue as of December 31, 2019.

Disaggregated Revenue

In general, revenue disaggregated by geography is aligned according to the nature and economic characteristics of the Company’s business and provides meaningful disaggregation of the Company’s results of operations. Refer to Note 12 – Geographic Information for details of revenue by geographic area.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue		$ 33,633,000	$ 27,725,000
Cost of revenue		28,902,000	22,476,000
Gross profit		4,731,000	5,249,000
Operating expenses:
Research and development		2,810,000	1,196,000
Sales and marketing		3,743,000	1,472,000
General and administrative		7,759,000	3,779,000
Total operating expenses		14,312,000	6,447,000
Loss from operations		(9,581,000)	(1,198,000)
Other income, net		42,000	82,000
Financial income (expense), net		(41,000)	70,000
Foreign currency income (loss)		168,000	(254,000)
Loss before income tax expense (benefit)		(9,412,000)	(1,300,000)
Income tax expense (benefit)		(589,000)	79,000
Net loss		$ (8,823,000)	$ (1,379,000)
Net loss per common share basic and diluted	[1]	$ (0.44)	$ (0.13)
Weighted-average shares used in computing net loss per common share basic and diluted	[1]	19,979,589	10,687,106

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

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Fair Value Measurements - Summary of Net Realized and Unrealized (Gains) and Losses Included in Income Related to Level 3 Liabilities (Details) - Level 3 - Preference Shares - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	$ (2,486)	$ 315
Research and Development
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	(941)	117
Sales and Marketing
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	(372)	46
General and Administrative
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	(756)	94
Financial Income (Expense), Net
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Net Realized and Unrealized (Gains) Losses Included in Income	$ (417)	$ 58

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Transactions with Related Parties (Tables)

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Schedule of Expenses for Related Parties

The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	—	$	94
General and administrative		56		94
Financial income (expense), net		122		—

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Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares	Feb. 29, 2020 ₨ / shares	Dec. 31, 2019 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred stock, par value | $ / shares	$ 0.0001		$ 0.0001
Modification of 2018 Solutions Infini Purchase Agreement | Solutions Infini
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred stock, par value | ₨ / shares		₨ 10.0
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Short term investments maturity term	4 months
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Short term investments maturity term	12 months

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Other Current and Long-Term Liabilities - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Liabilities Noncurrent [Abstract]
Payable to supplier	$ 2,700	$ 2,700
Long-term performance bonuses	1,433
Derivative contract liabilities	73	80
Other long-term liabilities	393	375
Total other long-term liabilities	$ 4,599	$ 3,155

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Debt for Forward Share Purchase Agreements - Additional Information (Details) - USD ($)															3 Months Ended
	Aug. 30, 2020	May 12, 2020	May 09, 2020	May 07, 2020	Apr. 09, 2020	Apr. 07, 2020	Feb. 21, 2020	Feb. 20, 2020	Feb. 07, 2020	Dec. 13, 2019	Nov. 25, 2019	Nov. 19, 2019	Oct. 31, 2019	Oct. 01, 2019	Mar. 31, 2020	Mar. 31, 2019	Jan. 23, 2020	Jan. 07, 2020
Debt Instrument [Line Items]
Financial expense															$ (41,000)	$ 70,000
Kepos Alpha Fund L.P. | Subsequent Event
Debt Instrument [Line Items]
Repurchases of common stock, shares					50,000
Repurchases of common stock, value					$ 500,000
Forward Share Purchase Agreements
Debt Instrument [Line Items]
Debt Instrument, carrying amount															31,500,000
Accrued interest															$ 163,000
Forward Share Purchase Agreements | Greenhaven
Debt Instrument [Line Items]
Business combination, share price							$ 11.00	$ 11.00
Business combination payment for stock purchased								$ 152,000
Business combination payment for number of stock purchased								60,996
Forward Share Purchase Agreements | Greenhaven | Scenario Forecast
Debt Instrument [Line Items]
Business combination, share price	$ 11.70
Business combination, shares acquired	700,000
Forward Share Purchase Agreements | Greenhaven | Common Stock
Debt Instrument [Line Items]
Repurchases of common stock, shares								235,169
Repurchases of common stock, value								$ 2,600,000
Closing of business combination share consideration															6,034
Forward Share Purchase Agreements | Greenhaven | Maximum
Debt Instrument [Line Items]
Business combination, shares acquired							248,963
Forward Share Purchase Agreements | Greenhaven Road Capital Fund 1, LP
Debt Instrument [Line Items]
Debt Instrument, carrying amount															$ 8,200,000
Forward Share Purchase Agreements | Kepos Alpha Fund L.P.
Debt Instrument [Line Items]
Debt Instrument, carrying amount															2,100,000
Business combination, shares acquired														3,750,000
Forward Share Purchase Agreements | Kepos Alpha Fund L.P. | Subsequent Event
Debt Instrument [Line Items]
Percentage of increase in share purchase price				1.00%
Percentage of penalty payments						18.00%
Forward Share Purchase Agreements | Yakira
Debt Instrument [Line Items]
Debt Instrument, carrying amount															12,100,000
Forward Share Purchase Agreements | Yakira | Yakira Rights Shares
Debt Instrument [Line Items]
Business combination, share price												$ 1.05
Closing of business combination share consideration												439,299
Purchase price per share												$ 10.50
Forward Share Purchase Agreements | Yakira | Yakira Shares
Debt Instrument [Line Items]
Sale of stock price per unit												$ 10.5019
Closing of business combination share consideration												1,084,150
Sale of stock description												Yakira still owns Yakira Shares as of the four-month anniversary of the Business Combination Date, Yakira may sell such Yakira Shares between the four-month anniversary and six month anniversary of the Business Combination Date to the Company for a per share price (the “Yakira Shares Purchase Price”) equal to (a) $10.5019, plus (b) $0.03 per share for each month (prorated for a partial month) following the Business Combination Date that Yakira has held the Yakira Shares.
Sale of stock basis spread per month on price per share												$ 0.03
Deposited in escrow account												$ 11,576,509
Share Purchases Price Multiplied By Number Of Share												$ 10.6819
Forward Share Purchase Agreements | Yakira | Subsequent Event
Debt Instrument [Line Items]
Closing of business combination share consideration		1,084,150
Business combination, purchase price		$ 11,580,782
Forward Share Purchase Agreements | Yakira | Minimum | Yakira Shares
Debt Instrument [Line Items]
Sale of stock price per unit												10.50
Forward Share Purchase Agreements | Yakira | Maximum | Yakira Shares
Debt Instrument [Line Items]
Business combination, share price												10.6819
Forward Share Purchase Agreements | Glazer Capital, LLC
Debt Instrument [Line Items]
Debt Instrument, carrying amount															$ 9,200,000
Business combination, share price												$ 10.6819			$ 10.50
Business combination payment for stock purchased															$ 15,000
Business combination, shares issued description															Glazer shall notify the Company in writing five business days prior to the six month anniversary of the Business Combination Date if it is not exercising its right to sell the Glazer Shares to the Company; otherwise, absent written notification to the contrary, Glazer shall be deemed to have exercised its right to sell all of its Glazer Shares to the Company. The Company will purchase the Glazer Shares from Glazer on the six-month anniversary of the closing of the Business Combination (the “Glazer Shares Closing Date”). As of the Business Combination Date, Glazer held 922,933 shares of common stock.
Business combination of closing period												6 months
Business combination, deposited in to escrow account												$ 9,858,678
Business combination of sale business days												3 days
Forward Share Purchase Agreements | Glazer Capital, LLC | Letter of Credit and Reimbursement Agreement
Debt Instrument [Line Items]
Agreement collateral amount																		$ 9,300,000
Forward Share Purchase Agreements | Glazer Capital, LLC | Common Stock
Debt Instrument [Line Items]
Closing of business combination share consideration												922,933			5,800
Forward Share Purchase Agreements | Nomura Global Financial Products
Debt Instrument [Line Items]
Business combination, share price													$ 10.50
Prepayment amount transferred to NGFP											$ 17,044,584
Number of days notice required for termination of agreement													10 days
Debt instrument interest rate percentage before original valuation date													2.75%
Debt instrument interest rate percentage after original valuation date													3.50%
Financial expense															$ 117,000
Forward Share Purchase Agreements | Nomura Global Financial Products | Common Stock
Debt Instrument [Line Items]
Business acquisition number of shares held													1,623,000
Forward Share Purchase Agreements | Nomura Global Financial Products | Maximum | Common Stock
Debt Instrument [Line Items]
Closing of business combination share consideration													2,000,000
Forward Share Purchase Agreements | Open Market | Greenhaven
Debt Instrument [Line Items]
Business combination, share price																	$ 11.70
Number of days notice required for sale of shares under minimum block size condition										3 days
Exercise price of warrants, description															In the event that Greenhaven sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that Greenhaven meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the Greenhaven Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of Kaleyra, Inc.
Sale of stock price per unit																	$ 8.50
Forward Share Purchase Agreements | Open Market | Greenhaven | Minimum
Debt Instrument [Line Items]
Business combination, share price										$ 10.50
Number of additional rights acquired under minimum block size condition										25,000
Exercise price of warrants under minimum block size condition										$ 8.50
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P.
Debt Instrument [Line Items]
Number of days notice required for sale of shares under minimum block size condition										3 days
Exercise price of warrants, description															In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $8.50, and the Company shall pay KAF in accordance with KAF’s written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50 exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company.
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P. | Subsequent Event
Debt Instrument [Line Items]
Sale of stock price per unit						$ 7.00
Forward Share Purchase Agreements | Open Market | Kepos Alpha Fund L.P. | Minimum
Debt Instrument [Line Items]
Business combination, share price										$ 10.50
Exercise price of warrants under minimum block size condition										$ 8.50
Forward Share Purchase Agreements | Open Market | Glazer Capital, LLC
Debt Instrument [Line Items]
Number of days notice required for sale of shares under minimum block size condition										3 days
Exercise price of warrants, description															Glazer shall give written notice to the Company of any sale of shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share was greater than $10.50 per share (or greater than $8.50 per Share provided that Glazer meets the Minimum Block Size Condition) prior to the payment of any commissions due by Glazer for the sale.
Forward Share Purchase Agreements | Open Market | Glazer Capital, LLC | Minimum
Debt Instrument [Line Items]
Business combination, share price										$ 10.50
Exercise price of warrants under minimum block size condition										8.50
Forward Share Purchase Agreements, First right
Debt Instrument [Line Items]
Business combination, share price										$ 11.00
Business combination, shares acquired										196,195
Forward Share Purchase Agreements, Second Right
Debt Instrument [Line Items]
Business combination, share price										$ 10.70
Business combination, shares acquired										250,000
Forward Share Purchase Agreements, Third Right
Debt Instrument [Line Items]
Business combination, share price										$ 10.50
Business combination, shares acquired										550,000
Forward Share Purchase Agreements, First Right Additional Purchase | Kepos Alpha Fund L.P.
Debt Instrument [Line Items]
Business combination, share price										$ 10.70
Business combination, shares acquired										102,171
Forward Share Purchase Agreements, Second Right Additional Purchase | Kepos Alpha Fund L.P.
Debt Instrument [Line Items]
Business combination, share price										$ 10.50
Business combination, shares acquired										93,676
Forward Share Purchase Agreement Fourth Right | Kepos Alpha Fund L.P. | Subsequent Event
Debt Instrument [Line Items]
Business combination, share price				$ 10.92
Business combination, shares acquired				46,137		46,137
Forward Share Purchase Agreement Fifth Right | Kepos Alpha Fund L.P. | Subsequent Event
Debt Instrument [Line Items]
Business combination, share price				$ 10.82		$ 10.82
Business combination, shares acquired				93,676		93,676
Forward Share Purchase Agreement Sixth Right | Kepos Alpha Fund L.P. | Maximum | Subsequent Event
Debt Instrument [Line Items]
Business combination, share price						$ 10.92
Yakira First Amended Purchase Agreement | Yakira | Yakira Rights Shares
Debt Instrument [Line Items]
Business combination, share price									$ 10.93			$ 10.50
Business combination, number of shares expected to be purchase									43,930
Yakira Second Amended Purchase Agreement | Yakira | Subsequent Event
Debt Instrument [Line Items]
Number of rights shares to be purchased			43,930

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Goodwill and Intangible Assets, Net- Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Acquired Finite Lived Intangible Assets [Line Items]
Gross	$ 11,606	$ 11,965
Accumulated amortization	2,941	2,612
Net	8,665	9,353
Developed Technology
Acquired Finite Lived Intangible Assets [Line Items]
Gross	2,711	2,775
Accumulated amortization	1,080	952
Net	1,631	1,823
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Gross	8,777	9,077
Accumulated amortization	1,826	1,631
Net	6,951	7,446
Patent
Acquired Finite Lived Intangible Assets [Line Items]
Gross	118	113
Accumulated amortization	35	29
Net	$ 83	$ 84

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Derivative Financial Instruments - Additional Information (Details) € in Millions, $ in Millions	Mar. 31, 2020 USD ($)	Mar. 31, 2020 EUR (€)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)
Interest Rate Swap | Not Designated as Hedging Instruments
Derivative Instruments Gain Loss [Line Items]
Derivative, notional amount	$ 6.3	€ 5.8	$ 7.0	€ 6.3

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Other Assets - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Assets [Abstract]
Non-current income tax credit (advances and tax reduced at sources)	$ 1,726	$ 1,029
Miscellaneous	356	174
Total other long-term assets	$ 2,082	$ 1,203

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Restricted Stock Units - Summary of RSUs Compensation Expense (Details) - Restricted Stock Units (RSUs) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 6,204
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	1,312
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	1,053
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 3,839

XML

Transactions with Related Parties - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Related Party Transaction [Line Items]
Notes payable outstanding amount due	$ 13,115,000		$ 9,411,000
Studio Legale Chiomenti | Legal Services
Related Party Transaction [Line Items]
Cost incurred for related party services	56,000	$ 0
Directors and Executive Managers
Related Party Transaction [Line Items]
Outstanding amount of loans granted	21,000		22,000
Executive Managers
Related Party Transaction [Line Items]
Outstanding obligation for preference shares	1,000		1,800,000
Esse Effe and Maya
Related Party Transaction [Line Items]
Notes payable outstanding amount due	15,000,000.0		15,000,000.0
Sponsor and Gig Founders, LLC
Related Party Transaction [Line Items]
Notes payable outstanding amount due	1,900,000		1,900,000
Accrued Interest | Esse Effe and Maya
Related Party Transaction [Line Items]
Notes payable outstanding amount due	152,000		43,000
Accrued Interest | Sponsor and Gig Founders, LLC
Related Party Transaction [Line Items]
Notes payable outstanding amount due	$ 19,000		$ 5,000

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Other Assets

3 Months Ended

Mar. 31, 2020

Other Assets [Abstract]

Other Assets

6. OTHER ASSETS

Other current assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
VAT receivables	$	1,132	$	3,136
Receivables from suppliers		812		398
Credit for tax other than income tax		505		358
Income tax assets		254		270
Other receivables		54		62
Total other current assets	$	2,757	$	4,224

Other long-term assets consisted of the following (in thousands):

	As of March 31,		As of December 31,
	2020		2019
Non-current income tax credit (advances and tax reduced at sources)	$	1,726	$	1,029
Miscellaneous		356		174
Total other long-term assets	$	2,082	$	1,203

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company are unaudited, and have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, this interim quarterly financial report does not include all disclosures required by US GAAP. In the opinion of our management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of Kaleyra and our consolidated subsidiaries for all periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with our consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2020.

These condensed consolidated financial statements have been prepared in conformity with US GAAP applicable for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In particular, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. For the purpose of these condensed consolidated financial statements, the Company availed itself of an extended transition period for complying with new or revised accounting standards and, as a result, did not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies.

Liquidity

In connection with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company evaluated its ability to continue as a going concern. The Company has negative cash flows from operating activities, and its current liabilities exceed its current assets as of March 31, 2020. The condensed consolidated balance sheet as of March 31, 2020 includes total current assets of $80.4 million and total current liabilities of $121.1 million, resulting in net liabilities due within the next 12 months of $40.7 million.

The Business Combination generated significant obligations including (i) $13.1 million of liabilities related to non-recurring Business Combination transaction related costs; (ii) $15.0 million of deferred consideration to sellers in the Business Combination transaction (iii) $13.2 million of net obligations under certain Shares Purchase Forward Agreements entered into by GigCapital, Inc. prior to the Business Combination; and (iv) $3.6 million of notes payable acquired as a result of the Business Combination. Management, concerned about the Company’s ability to fulfill these obligations, made the decision to evaluate opportunities to refinance or renegotiate some of its current obligations and, during the first four months of 2020 put in place several actions aimed to achieve such goal, including, among others:

• the subscription of a new loan agreement with a bank that is currently a lender to the Company;

• signing of two new line of credit facilities;

• a refinanced loan that extended payment terms and provided additional funds;

• the amendments of the repayment schedules of certain existing long-term financing agreements to postpone the amounts due in the next three to nine months of 2020; and

• the renegotiation of the payment terms of a payable related to costs incurred in the Business Combination.

Considering the effects of these actions and the typical financial cycle of Kaleyra, Kaleyra’s management believes that the Company’s cash, cash flows from operations, financings and amendments to agreements described above, and availability of borrowings, as described above, will be sufficient to support its planned operations for at least the next 12 months from the date these condensed consolidated financial statements were issued.

Business seasonality

The Company’s results are affected by the business cycles of its customer base, which generally results in stronger revenue in the fourth quarter of the financial year. We believe this variability is largely due to the market demand for our customers’ and/or business partners’ services due to higher levels of purchasing activity in the holiday season. As a result of our historically higher portion of sales in the fourth quarter of each year, our cost of revenue increases during such period relative to any increase in revenue. The increase in cost of revenue and other impacts of seasonality may affect profitability in a given quarter.

Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly owned subsidiaries, including Kaleyra S.p.A., Solutions Infini and Buc Mobile, which represent its major operations. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, allowance for doubtful accounts; valuation of the Company’s stock-based awards; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies, including tax related provision and valuation allowance on deferred taxes. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments; therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the recent outbreak of a novel strain of the coronavirus (“COVID-19”).

Concentration of Credit Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, restricted cash and cash equivalents, short-term investments and trade receivables. The Company maintains cash and cash equivalents and short-term investments with financial institutions that management believes are financially sound.

The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customers deteriorate substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. In the three months ended March 31, 2020 and 2019, there were zero and one customer, respectively, that individually accounted for more than 10% of the Company’s consolidated total revenue. In the three months ended March 31, 2019, revenue generated by that one customer accounted for $3.1 million. As of March 31, 2020 and December 31, 2019, no individual customer accounted for more than 10% of the Company’s consolidated total trade receivables.

Reclassifications

Certain reclassifications have been made to the 2019 presentation to conform to the current period’s presentation, none of which had an effect on total assets, total liabilities, stockholders’ equity (deficit), or net loss.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply to contract modifications that replace a reference rate (e.g. LIBOR) affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: (i) modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; (ii) modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate or remeasurements of lease payments. For other Topics or Industry Subtopics in the Codification, the amendments also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant Topic or Industry Subtopic. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted the amendments, and the adoption did not have a material impact on its condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03 “Codification Improvements to Financial Instruments”, which improves various financial instruments Topics in the Codification in order to increase stakeholder awareness of the amendments and to expedite the improvement process. The amendments in this ASU clarify or address stakeholders’ specific issues as described below:

i. Issue 1: Fair Value Option Disclosures: The amendments clarify that all entities are required to provide the fair value option disclosures in paragraphs 825-10-50-24 through 50-32.

ii. Issue 2: Applicability of Portfolio Exception in Topic 820 to Nonfinancial Items: Paragraphs 820-10-35-2A(g) and 820-10-35-18L are amended to include the phrase nonfinancial items accounted for as derivatives under Topic 815 to be consistent with the previous amendments to Section 820-10-35.

iii. Issue 3: Disclosures for Depository and Lending Institutions: The amendments clarify that the disclosure requirements in Topic 320 apply to the disclosure requirements in Topic 942 for depository and lending institutions.

iv. Issue 4: Cross-Reference to Line-of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50: The amendments improve the understandability of the guidance.

v. Issue 5: Cross-Reference to Net Asset Value Practical Expedient in Subtopic 820-10: The amendments improve the understandability of the guidance.

vi. Issue 6: Interaction of Topic 842 and Topic 326: The amendments clarify that the contractual term of a net investment in a lease determined in accordance with Topic 842 should be the contractual term used to measure expected credit losses under Topic 326.

vii. Issue 7: Interaction of Topic 326 and Subtopic 860-20: The amendments to Subtopic 860- 20 clarify that when an entity regains control of financial assets sold, an allowance for credit losses should be recorded in accordance with Topic 326.

For Issue 1, 2, 4 and 5, for public business entities, the amendments are effective upon issuance of this final ASU. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years beginning after December 15, 2020. Early application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

For Issue 3, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2019-04, for the guidance related to the amendments in ASU 2016-01. The effective date of ASU 2019-04 for the amendments to ASU 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its consolidated financial statements.

For Issue 6 and 7, the effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have not adopted the amendments in ASU 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13 which for an emerging growth company is in 2023. Early adoption is permitted in any interim period as long as the entity has adopted the amendments in ASU 2016-13. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02 “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). This ASU applies to all registrants that are creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. This ASU guidance is applicable upon a registrant’s adoption of Accounting Standards Codification (“ASC”) Topic 326. On November 15, 2019, the FASB delayed the effective date of ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Moreover, the amendments in this ASU add a note to a SEC paragraph pursuant to the issuance of ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The note added states that at the December 2019 AICPA National Conference on Current SEC and PCAOB Developments, the SEC staff announced that it would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting Topic 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. This announcement is applicable only to public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC. This announcement is not applicable to other public business entities.

In January 2020, the FASB issued ASU 2020-01 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, including emerging growth companies as defined in the JOBS Act, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under ASU 2018-13 remove, add, and modify certain disclosure requirements on fair value measurements in ASC 820. In particular, the following disclosure were added: (i) The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; (ii) The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the amendments in the three months period ended March 31, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements.

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Restricted Stock Units (Tables) - Restricted Stock Units (RSUs)

3 Months Ended

Mar. 31, 2020

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Outstanding RSUs

The following table sets forth the activity related to the number of outstanding RSUs for the three months ended March 31, 2020:

	Number of shares			Weighted- average grant date fair value (per share)
Non-vested as of December 31, 2019		3,336,095		$	8.25
Vested		(137,104	)		8.25
Granted		113,506			6.23
Cancelled		(132,897	)		8.25
Non-vested as of March 31, 2020		3,179,600		$	8.18

Summary of RSUs Compensation Expense

RSUs compensation expense for the three months ended March 31, 2020 was $6.2 million, which was recorded as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Research and development	$	1,312	$	—
Sales and marketing		1,053		—
General and administrative		3,839		—
Total	$	6,204	$	—

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables provide the assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair Value Hierarchy as of March 31, 2020						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Certificates of deposit (1)	$	—	$	3,079	$	—	$	3,079
Total Assets	$	—	$	3,079	$	—	$	3,079
Liabilities:
Interest Rate Swap (2)	$	—	$	73	$	—	$	73
Preference shares (3)		—		—		2		2
Debt for forward share purchase agreements (4)		—		31,530		—		31,530
Total Liabilities	$	—	$	31,603	$	2	$	31,605

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”, with maturity terms between 4 and 12 months held in India.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) The preference shares liability was previously estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020.  On March 9, 2020, the Company signed a modification of the 2018 Solutions Infini Purchase Agreement to reduce the price of the preference shares to be purchased from the eligible employees of Solutions Infini in July 2020 to their face value, amounting to Indian Rupee 10.0 per each preference share.

(4) Based on the information available at the reporting date, debts for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

	Fair Value Hierarchy as of December 31, 2019						Aggregate
	Level 1		Level 2		Level 3		Fair Value
Assets:
Mutual funds (1)	$	5,124	$	—	$	—	$	5,124
Total Assets	$	5,124	$	—	$	—	$	5,124
Liabilities
Interest Rate Swap (2)	$	—	$	80	$	—	$	80
Preference shares (3)		—		—		2,530		2,530
Debt for forward share purchase agreements (4)		—		34,013		—		34,013
Total Liabilities	$	—	$	34,093	$	2,530	$	36,623

(1) Included in the condensed consolidated balance sheet line item “Short-term investments”.

(2) Included in the condensed consolidated balance sheet line item “Other long-term liabilities”.

(3) Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ended March 31, 2020 was materially below its expected level, this would have resulted in a change of the preference shares liability.

(4) Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.

Summary of Values of Short-term Investments

The values of short-term investments as of March 31, 2020 and as of December 31, 2019 were as follows (in thousands):

	As of March 31,								As of December 31,
	2020								2019
	Cost		Unrealized gains		Unrealized losses		Fair value		Cost		Unrealized gains		Unrealized losses			Fair value
Mutual funds	$	—	$	—	$	—	$	—	$	5,129	$	1	$	(6	)	$	5,124
Certificates of deposit		3,079		—		—		3,079		—		—		—			—

Summary of Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis and Realized and Unrealized Gains (Losses)

The following table presents changes during the three months ended March 31, 2020 in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

	Fair Value Beginning of Period		Net Realized and Unrealized (Gains) Losses Included in Income			Other Comprehensive (Income) Loss			Purchases, Sales, Issuances and Settlements, Net		Change in scope of consolidation		Gross Transfers In		Fair Value End of Period
March 31, 2020
Liabilities:
Preference shares	$	2,530	$	(2,486	)	$	(42	)	$	—	$	—	$	—	$	2

Summary of Net Realized and Unrealized (Gains) and Losses Included in Income Related to Level 3 Liabilities

Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands):

	Research and development			Sales and marketing			General and administrative			Financial income (expense), net			Foreign currency Income (loss)		Total
Three months ended March 31, 2020
Liabilities:
Preference shares	$	(941	)	$	(372	)	$	(756	)	$	(417	)	$	—	$	(2,486	)
Three months ended March 31, 2019
Liabilities:
Preference shares		117			46			94			58			—		315

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Bank and Other Borrowings (Tables)

3 Months Ended

Mar. 31, 2020

Bank And Other Borrowings [Abstract]

Summary of Long-term Bank and Other Borrowings

Long-term bank and other borrowings

Long-term bank and other borrowings consist of the following (in thousands):

									Interest Nominal Rate
	As of March 31,		As of December 31,			Interest			As of March 31,			As of December 31,
	2020		2019		Maturity	Contractual Rate			2020			2019
UniCredit S.p.A.    (Line A Tranche (1)	$	3,219	$	3,609	January 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A.    (Line A Tranche (2)		151		167	May 2023	Euribor 3 months + 3.10%				2.80	%		2.80	%
UniCredit S.p.A. (Line B)		2,941		3,229	November 2023	Euribor 3 months + 2.90%				2.60	%		2.60	%
UniCredit S.p.A. (Line C)		2,497		2,787	February 2023	Euribor 3 months + 3.90%				3.53	%		3.53	%
Intesa Sanpaolo S.p.A.    (Line 1)		834		988	October 2021	Euribor 3 months + 1.80%				1.88	%		1.88	%
Intesa Sanpaolo S.p.A.    (Line 2)		3,841		4,183	October 2023	Euribor 3 months + 2.60%				2.60	%		2.60	%
UBI Banca S.p.A. (Line 1)		257		332	February 2021		1.25	%		1.25	%		1.25	%
UBI Banca S.p.A. (Line 2)		1,198		1,499	April 2021	Euribor 3 months +1.95%				1.55	%		1.55	%
Monte dei Paschi di    Siena S.p.A. (Line 1)		457		521	April 2022		0.95	%		0.95	%		0.95	%
Monte dei Paschi di    Siena S.p.A. (Line 2)		2,190		—	June 2023		1.50	%		1.50	%		—
Banco Popolare di Milano    S.p.A. (Line 1)		1,312		1,336	June 2023	Euribor 3 months + 2.00%				2.00	%		2.00	%
Banco Popolare di Milano    S.p.A. (Line 2)		—		3,893	September 2022	Euribor 3 months + 2.00%				—			2.00	%
Banco Popolare di Milano    S.p.A. (Line 3)		6,517		—	March 2024	Euribor 3 months + 3.00%				2.16	%		—
Simest 1		275		280	December 2022		0.50	%		0.50	%		0.50	%
Simest 2		273		279	December 2022		0.50	%		0.50	%		0.50	%
Simest 3		503		512	December 2022		0.50	%		0.50	%		0.50	%
Finlombarda S.p.A.		81		83	December 2020		0.50	%		0.50	%		0.50	%
Total bank and other    borrowings		26,546		23,698
Less: current portion		5,925		7,564
Total long-term portion	$	20,621	$	16,134

Summary of Payments Obliged

As of March 31, 2020, the Company is obliged to make payments as follows (in thousands):

	As of March 31, 2020
2020 (remaining nine months)	$	3,784
2021		9,330
2022		7,637
2023		5,339
2024		456
Total	$	26,546