UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Kaleyra, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

483379 103

(CUSIP Number)

Dr. Avi S. Katz

GigAcquisitions, LLC

GigFounders, LLC

1731 Embarcadero Road, Suite 200

Palo Alto, CA 94303

(650) 276-7040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Jeffrey C. Selman

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, CA 94105

(415) 836-2500

December 1, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


Page 2

 

CUSIP No. 483379 103    

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  GigAcquisitions, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  435,903

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  435,903

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  435,903

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.49%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


Page 3

 

CUSIP No. 483379 103    

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  GigFounders, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  0

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  PN


Page 4

 

CUSIP No. 483379 103    

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Dr. Avi S. Katz

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States and Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  2,109,431

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  2,109,431

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,109,431

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  7.19%

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN


Page 5

 

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.

 

Item 1.

Security and Issuer

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.

 

Item 2.

Identity and Background

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.

 

Item 3.

Source and Amount of Funds or Other Considerations

Not Applicable

 

Item 4.

Purpose of Transaction

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.


Page 6

 

Item 5.

Interest in Securities of the Issuer

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 29,325,581 shares of Common Stock outstanding as of November 5, 2020:

 

Reporting Person

   Amount
beneficially
owned
    Percent
of class
    Sole
power to
vote or to
direct the
vote
     Shared
power to
vote or to
direct the
vote
     Sole power
to dispose or
to direct
the
disposition
     Shared
power to
dispose or to
direct the
disposition
 

GigAcqusitions, LLC(1)

     435,903 (2)      1.49     0        435,903        0        435,903  

Dr. Avi S. Katz

     2,109,431       7.19     0        2,109,431        0        2,109,431  

 

(1)

The shares held by the Sponsor are beneficially owned by Dr. Avi S. Katz, the Chairman of the Board of the Issuer, and the manager of Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.

 

(2)

Includes 271,776 shares of the Issuer’s common stock underlying warrants that are exercisable within 60 days.

 

(c)

Except as described in Item 3 and Item 4, during the past 60 days none of the Reporting Persons has effected any transactions in the Common Stock.

 

(d)

None.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Sponsor, GigFounders and Dr. Avi. S. Katz have entered into the Joint Filing Agreement attached hereto as Exhibit 1 with respect to the joint filing of this Schedule 13D.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit
Number

  

Description

1    Joint Filing Agreement


Page 7

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 11, 2020

 

GIGACQUISITIONS, LLC
By:  

/s/ Dr. Avi S. Katz

Name:   Dr. Avi S. Katz
Title:   Managing Member
GIGFOUNDERS, LLC
By:  

/s/ Dr. Avi S. Katz

Name:   Dr. Avi S. Katz
Title:   Managing Member
DR. AVI S. KATZ, INDIVIDUALLY

/s/ Dr. Avi S. Katz

Dr. Avi S. Katz