SUBJECT TO COMPLETION, DATED MAY 6, 2021
PRELIMINARY PROSPECTUS
PROSPECTUS FOR
20,251,852 SHARES OF COMMON STOCK
OF
KALEYRA INC.
This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus or their permitted transferees
(collectively, the Selling Stockholders) of up to (a) 8,400,000 shares of common stock, par value $0.0001 per share (Parent Common Stock), of Kaleyra Inc., a Delaware corporation (Kaleyra or the
Company), which are expected to be issued in a private placement pursuant to the terms of the PIPE Subscription Agreements (as defined below), and (b) up to 11,851,852 shares of Parent Common Stock which are expected to be issued
upon conversion of our 6.125% Convertible Notes (as defined below), each in connection with, and as part of the consideration for, the Merger (as described below). If the Merger is not consummated, the shares of Parent Common Stock registered
pursuant to this prospectus will not be issued.
On February 18, 2021, Kaleyra, Volcano Merger Sub Inc., a Delaware corporation and
wholly-owned subsidiary of Kaleyra (Merger Sub), and Vivial Inc., a Delaware corporation (Vivial), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among Kaleyra,
Merger Sub, Vivial and GSO Special Situations Master Fund LP, an exempted limited partnership formed under the laws of the Cayman Islands solely in its capacity as Stockholder Representative (Stockholder Representative), for the
acquisition of the business owned by Vivial known as mGage (mGage), a leading global mobile messaging provider. Pursuant to the Merger Agreement, Vivial would merger with and into Merger Sub, with Vivial surviving the Merger as a
wholly-owned subsidiary of Kaleyra.
In support of the consummation of the Merger, on February 18, 2021, Kaleyra entered into
subscription agreements (the PIPE Subscription Agreements), each dated February 18, 2021, with certain institutional investors (the PIPE Investors), pursuant to which, among other things, Kaleyra agreed to
issue and sell, in private placements to close immediately prior to the closing of the Merger, an aggregate of 8,400,000 shares (the PIPE Shares) of Parent Common Stock to the PIPE Investors at $12.50 per share, and Kaleyra also
entered into convertible note subscription agreements (the Convertible Note Subscription Agreements), each dated February 18, 2021, with certain institutional investors (the Convertible Note Investors),
pursuant to which Kaleyra agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, $200 million aggregate principal amount of 6.125% unsecured convertible notes (the Convertible
Notes). The issuance of the Convertible Notes, together with the issuance of the PIPE Shares, constitutes the Financing. The shares of Parent Common Stock issuable in connection with the Financing are the subject of this
prospectus.
In connection with the Merger, Vivial will form a wholly-owned subsidiary (SpinCo), into which it will
transfer two other wholly-owned subsidiaries, Vivial Mobile LLC, a Delaware limited liability company, and Vivial Media LLC, a Colorado limited liability company, and its subsidiaries (the Reorganization). Following the
Reorganization, Vivial will cause its stockholders to receive on a pro rata basis 100% of the shares of SpinCo common stock (the Distribution, and the Distribution together with the Reorganization is referred to as the
Separation). As a result of and following the Separation, Vivial will solely own the business of mGage immediately prior to the consummation of the Merger.
Kaleyra will acquire mGage for a total purchase price of approximately $215 million, subject to adjustments. The consideration to mGage
shareholders will consist of cash in the amount of $195 million and an additional $20 million in consideration paid through the issuance of 1,600,000 shares of Parent Common Stock at $12.50 per share. The Merger is expected to be
consummated in the second fiscal quarter of 2021.
The Selling Stockholders may offer, sell or distribute all or a portion of the shares of
Parent Common Stock registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. We will pay certain offering fees and expenses and fees in connection with the registration of their Parent Common
Stock and will not receive proceeds from the sale of the shares of Parent Common Stock by the Selling Stockholders. The Kaleyra Common Stock is currently listed on the NYSE American stock exchange (NYSE American) under the symbol
KLR. Upon closing of the transactions contemplated by the Merger Agreement, we intend to apply to list the shares of our Common Stock to be issued to the Vivial equity holders under the Merger Agreement, as well as our shares of Parent
Common Stock to be issued in the Financing, on the NYSE American under the same symbol. It is a condition to consummation of the Merger Agreement described above that Kaleyra receives confirmation from the NYSE American that the securities to be
issued under the Merger Agreement and as part of the Financing have been conditionally approved for listing on the NYSE American, but there can be no assurance such listing conditions will be met or that Kaleyra will obtain such confirmation from
the NYSE American. If such listing conditions are not met or if such confirmation is not obtained, the Merger Agreement described above may not be consummated unless the NYSE American condition set forth in the Merger Agreement is waived by the
applicable parties.
We are an emerging growth company under applicable federal securities laws and will be subject to
reduced public company reporting requirements.
We encourage
you to read this entire document, including the other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled Risk Factors
and incorporated by reference to Item 1A of our Annual Report on Form 10-K for our most recent fiscal year ended December 31, 2020.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THIS PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This prospectus is dated , 2021.