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On December 1, 2020, Sponsor and GigFounders (each, as defined below) distributed shares of the Issuer
(as defined below) to their members, which included Dr. Avi S. Katz; therefore, this Amendment No. 2 to Schedule 13D (this “Amendment”) further amends and supplements the Schedule 13D filed with the U.S. Securities and
Exchange Commission (the “SEC”) on December 5, 2019 and amended on August 26, 2020.
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Item 1.
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Security and Issuer
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This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of
Kaleyra, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at Via Marco D’Aviano, 2, Milano MI, Italy, 20131.
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Item 2.
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Identity and Background
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GigAcquisitions, LLC, a Delaware limited liability company (the “Sponsor”), GigFounders, LLC, a Delaware limited liability company and affiliate of
Sponsor (“GigFounders”), and Dr. Avi S. Katz, a citizen of the United States and Israel (each, a “Reporting Person” and, collectively, the “Reporting Persons”). Dr. Avi. S. Katz currently serves as
Chairman of the Board of the Issuer.
The principal business address of each of the Reporting Persons is c/o GigAcquisitions, LLC, 1731 Embarcadero Road,
Suite 200, Palo Alto, CA 94303.
The Reporting Persons may be deemed to constitute a group for purposes of Rule
13d-3 under the Securities and Exchange Act of 1934, as amended.
During the last five years, none of the
Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Considerations
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Not Applicable
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Item 4.
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Purpose of Transaction
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The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a
continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to:
an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business
and investment opportunities; and other future developments.
Subject to the terms of that certain Registration Rights Agreement dated November 25,
2019, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in
discussions with management, the Board of Directors of the Issuer (the “Board”), and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore
extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock;
sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of
the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies, as applicable, or that any such
transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that
relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with
respect thereto at any time.