Filed by Kaleyra, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 001-38320
Subject Companies: Vivial Inc.
The Worlds Most Comprehensive Private-to-Public Equity (PPE) Business Initiative
Page 2 | GigCapital Company Overview
GigCapital Global is a serial SPAC issuer and the first Private-to-Public Equity (PPE) dedicated business and to taking technology late-stage, executive high group quality market private. TMT GigCapital companies Global to the is a public pioneer
Our as it launched IPO-in-a- box its first methodology SPAC in 2017 . provides traditional an IPO alternative process, to and the our lengthy Mentor-Investors foster growth to the unicorn stage and beyond.
Strong Technology SPAC Momentum SPACs with Statistics Limited Industry Overview Overlap
the Because SPAC of process its effectiveness has gained in significant bringing interest companies from public, the fi- nancial number community of SPAC offerings as evidenced . SPACs by have the grown recent significantly growth in the in alternative the last 10 years path to and liquidity, exploded offering in 2020 significant to become advantages a strong ward such -as looking shorter financial process projections, duration, an and ability immediate to provide invest for- -ment analyst attention.
Amount Raised from SPACs Seeking Acquisitions
16% 6% 7% 4%
TECHNOLOGY 2% $22,525 2%
CANNABIS ENERGY ESG FC&R FINANCIALS HEALTHCARE $476 $1,303 $3,859 $4,818 $3,025 $4,483
INDUSTRIALS REAL ESTATE TECHNOLOGY DIVERSIFIED NO TARGET $1,610 $1,280 $22,525 $10,665 $13,943
u More than $83 billion raised for 248 SPACs in 2020, an exceptional year for SPACs u 221 SPACs seeking acquisitions, 64 in the TMT sector, at the beginning of 2021 u Trend in 2020 to have larger PIPEs including in excess of amount in the trust account u Alternatives to PIPEs, such as convertible notes, used for funding of targets
SPAC Status by Year
2016 92% 8%
201 85% 3%3% 9%
201 86% 12% 2%
201 32% 39% 28% 2%
2020 3%13% 88% 85%
Completed Announced Seeking iquidated
Sources: SPAC Market Snapshot, SPAC BMO Research Capital Newsletter, Markets, Dec Jan . 21, . 4, 2020 2021
GigCapital Company Overview | Page 3
Global Megatrends and Implications
The are shaping global megatrends, our collective the future, macroeconomic include urbanization, and geostrategic environmental forces that changes, and deep digitalization, . Business and and enterprises globalization must. be Their keenly implications aware of are them broad and be part the tremendous of the solutions opportunities, to address but them, also to bestow not only benefits be able on to the benefit world from that we are citizens of, in order to attain long term prosperity.
Accelerating Urbanization Calls for Smart and Sustainable Infrastructure
2050 Urban . Based population on United is expected Nations data, to increase overall from growth todays of the 53% worlds to 70% pop by- ulation will add close to 2.5 billion people to urban areas by 2050(1). The number countries, of new requiring mega-cities massive will increase investments rapidly, in smart particularly and sustainable in developing city infrastructures the ongoing . These demographic trends will be shift further and emphasized new population and challenged age structure by.
Sustainability and Environment Underpin Long Term Growth
Climate of the worlds change greatest and consequent concerns. environmental The United Nations and social Sustainable impacts Development are some Goals and the Paris Climate Agreement are driving the agenda and worlds efforts toward a green economy and sustainable solutions(2). Consumer sensitivity representing to sustainable today more- marketed than 50% products of total Consumer grew substantially Packaged in Goods the last (CPG) 5 years, market growth(3). Capital allocation in funds embracing Environmental, Social and Governance principles reached record numbers in the last few years(4).
Digitalization Driving Massive Value and Changing Business Models
Data the has cloud become -based enterprises platforms and most enabled valuable with asset new . Digital technologies transformation, including built AI, IoT, on drive mobile massive and robotics, business offer transformations companies across and new all industries business models, new opportunities with the scal toability, flexibility, turn, agility, are powering dynamism the heretofore movements infeasible to address . These the transformations, other megatrends in.
Globalization Demand Global Perspectives and Execution
in The Asia focus Pacific of the and global Latin growth America, has are been starting shifting to bring . Developing their economies countries, to particularly the forefront markets are of interlinked not only transitioning global trade to and more investments consumption flows -oriented . The emerging economies, are but prepared also starting and to able export to adapt capitals and and capitalize innovations on the . Enterprises evolving global that competitive landscape will be the winner of the 21st century.
Sources: (2) (1) Report UN Framework of the UN Convention Economist on Network Climate for Change the UN- FCC/CP/2 75th Anniversary -15/L.9/Rev1Sept . 2020 (4) (3) Blackrock New York University, Sustainability: Stern The School tectonic of Business; shift transforming investing, Feb.2020.
Page 4 | GigCapital Company Overview
GigCapital Mentor-Investor TMT PPE
From Launch to Combination and Beyond
uity GigCapital (PPE) is Globals an expanded Mentor-Investor process designed with Private-to-Public for the industries Eq- with Acquisition a technology Company focus, (SPAC) structured vehicle, as on regulated the Special by Purpose the SEC. The entire process covers from the inception and the IPO of a engaging SPAC, through with a prospective searching for target a business with a Letter-of-Intent combination target, (LOI) and ness executing combination, a Definitive and mentoring Agreement the combined (DA), closing entity the to busi- execute as a successful public growth company.
P ASE P ASE 1 P ASE 2 P ASE 3 P ASE 4 Growth
Inception Searching Engagement Closing & Exit
phase 1: Inception | 2-3 MONTHS
The Inception phase starts with forming the PPE execution tors, team and of TMT launching experts, the entrepreneurs, Sponsorship LLC and team executive comprised opera- of TMT and investment wealthy individuals, bankers. family offices, institutional investors, In IPO addition book with to the balanced SEC filings, fundamental a key activity equity is that and of fixed creating income an investors. effective, the Upon Inception the declaration phase completes by the SEC with of the the IPO S-1 pricing being and start of trading on the stock exchange. phase 2: Searching | 6-12 MONTHS
In this phase, the PPE execution team screens thousands of
TMT ticals, companies meet with around the entrepreneurial the world and leadership across diversified teams and ver- lic-listing-ready technology-oriented companies. owners of financially viable and pub-rency, Subjects and including strategic financing growth planning avenues, are rollover key parts with of public the discus- cur-sions with a potential target companys leadership and owners.
phase 3: Engagement | 1-3 MONTHS
company, Upon mutual a LOI interest is nominally with the executed potential in 2-4 combination weeks, followed target cute by 4-6 a definitive weeks period and to mutually complete binding the due-diligence Business Combination and exe- have Agreement. consistently GigCapital demonstrated Global and expedient its ecosystem Engagement of partners phase execution across many transactions.
Phase 4: Closing | 3-6 MONTHS
GigCapital soned TMT Globals investors, IPO underwriters, in a Box process research encompasses analysts, audi- sea-tors, that of counsels, the completion IR, PR and of GAAP/PCAOB HR firms. The key audit gating and the factors filing are of an S-4 and becoming effective.
To successfully close the combination, the PPE execution team stopping secures lenders the and necessary TMT equity financing, fundamental including the investors, back- as maintaining well as ensures the market-cap, the minimum providing listing conditions, the required including float through minimum forward round-lot purchase shareholders. agreements, and securing the
Phase 5: Growth & Exit | 2-5 YEARS
participate Post-combination, actively selected at the newly members public of companys GigCapital BOD Global and strategy, Strategic governance/compliance, Advisory Board, providing and continuous M&A advisory/guid- financing, ance for consolidation and growth.
GigCapital Company Overview | Page 5
Data-Driven Target Identification & Efficient Engagements
1: Investment Criteria
Seek technology leading with growth our deep categories domain in expertise sectors enabled by
Identify or foreign the listed best companies available US in private those sectors and overseas private
Seek leverage entrepreneurial public market owners for growth, / leadership rather than looking liquidity to as an exit
2: Superior Sourcing
Leverage the GigCapital Global pipeline
Management like Kaleyra, UpHealth reference or from Lightning previously eMotors announced deals,
Strong international capabilities and global experience
Focus through on public partners combination looking to and move roll-up, to the and next not level cash out
3: Demonstrated Execution
Speed quality and partners certainty of execution is essential to attract
Extensive tional personal M&A contacts and public and company respect in experience, the community with excep-
Proven market operational experience for track the record public and market extensive strategy capital
4: Post Combination
Mentor-Investor: identify, mentor, and recruit world-class talent and align incentives
Participation law firm, auditor, in the etc. BOD ) of public company (governance,
Financing for SPAC overhang cleanup & growths M&A market opportunity expansion identification and geographic
DATA Targets & ~: 1 Outreach Qualification Mutual Interests O I Due Diligence DA deSPAC
SOURCES Contacts DB ~10:1 ~2-3:1 ~4:1 O I
Cap Table, Audit Status, Revenue, Exit Expectations, Profitability, etc. Comp Multiple, Ownership, etc.
GigCapital has developed Global, an with infrastructure over three for years capturing, of SPAC screening, operation, cient and identifying and supportive high quality process candidate to engage targets, and track and the an effi- tar-~5000 gets of targets interest. in This GigCapital2 infrastructure and GigCapital3, supported screening while con- of terested tinually expanding targets for a future pipeline PPE of platforms high potential, and M&A mutually by the in- portfolio companies.
Page 6 | GigCapital Company Overview
A History of Success | CPaaS
Kaleyra Becomes a Leading Global CPaaS Company
GigCapital1 fund of $145M executed a successful combination with Kaleyra on February 26, 2019. The profitable and rapidly growing CPaaS company, rivaling Twillio, Kaleyra listed on the New York Stock Exchange under the ticker symbol KLR, on November 26, 2019. GigCapital team, was thrilled to partner with Kaleyra, our first transaction using the PPEplatform methodology, where GigCapital brought its managements well-recognized and decades-long technology public-market operational and entrepreneurial expertise to enable the successful transition from late stage growth technology company to a US public-market traded entity. GigCapital team joined forces with Kaleyra management, implementing its Mentor Investor methodology including BOD and Strategic Advisory Board active leadership with audit, governance and business and M&A strategy support. The excellent synergy between GigCapital and Kaleyra teams lead to the successful acquisition of mGage, creating one of the top-5 global CPaaS platform with positions in the US, LatAm and APAC.
GigAcquisition Executed LOI with Kaleyra Secondary Offering $45M Dec 2017 NYSE GIG $145M IPO Executed SPA with Kaleyra GigCapital Mentor Investor Active BOD, Strategic Advisory Board, M&A Advisory Nov 2019 NYSE MKT KLR MKT Cap $190M NorthGigCapital1 Case Study Kaleyra to Complete Acquisition of mGage
After one year of joint work between the GigCapital and Kaleyra management teams, as part of GigCapital Mentor Investor methodology, Kaleyra signed a definitive agreement to acquire mGage, a global mobile engagement provider. The acquisition will expand existing US customer base and R&D footprint, network operator connections, with highly realizable cost synergies and cross-selling opportunities. Such combination results in Pro Forma Revenue of $361M, 26.5%Gross Margin and an EBITDA of $45M. mGage offers best of breed mobile engagement solution and Tier 1 connectivity, allowing enterprise clients to effectively engage with their customers through all mobile channels for a variety of use cases such as customer care, service alerts, multifactor authentication and more. mGage is the perfect strategic fit, aligned with Kaleyras commitment to the investors at the combination with GigCapital1.
Kaleyra + mGage Combination Highlights (2)
Pro Forma Combined Revenue by Geography (1)
APAC 18% Europe RoW 18% 33%North America 31%
Countries and Territories Served44B
KLR + mGage
in 20193,800+ Global Customers~13% 2021E EBITDA 150+ Margin550+ Employees Worldwide~22%
CAGRSources: (1) (2) Kaleyra & mGage Combination Investor presentation February 2021
A History of Success | Digital Health
GigCapital2 to Combine with UpHealth and Cloudbreak to Create a
Unified and Profitable Global Digital Health Company
GigCapital2 PPE SPAC of $173M executed a fast-paced busi- ness combination agreement with UpHealth and Cloudbreak in Nov. 2020, with the plan of closing the combination in the
1st half of 2021. Comprising a total of six profitable and rap- idly growing healthcare companies in digital and telehealth, digital pharmacy, and behavioral health, the combined com- pany UpHealth Holdings, Inc. will list on the New York Stock Exchange under the ticker symbol UPH.
The GigCapital2 team was thrilled to partner with the passion- ate healthcare entrepreneurs of UpHealth and Cloudbreak, for our second transaction using the PPE platform method- ology, where GigCapital Global will bring its managements well-recognized and decades-long expertise to enable the successful transition of six late stage growth, complementary healthcare technology companies, to a unified, US public-mar- ket traded entity. Moving into the public arena will represent a major milestone to launch the unified UpHealth global eco- system and fuel the next phase of explosive growth within the expanding Digital Health market.
$173M IPO, NYSE: GIX
Executed BCAs with
UpHealth & Cloudbreak
Target Search & Engagements
1H/2021 SEC Confidential Review Complete, S-1 Open Filing S4 Filing with SEC GigCapital2 Case Study Working with UpHealth and Cloudbreak for Successful Combination The entrepreneurial management teams that will make up Enabling Healthier Communities Simplified digital front door, connecting evidence-based care, workflows and services Integrated Care Management
Total annual Medicare spend on chronic diseases UpHealth (itself the intended combination of 5 companies; some of which have already occurred) and Cloudbreak con- sistently delivered innovative technologies and services, global revenue growth and profitability as independent companies. As a unified public company, UpHealth Holdings will have a strong capital structure and great latitude to ex- cel and achieve its projected accelerated financial growth by organic and strategic means. Members of GigCapital Glob- als management will join UpHealths Board of Directors and Strategic Advisory Board, as per our Mentor Investor charter, and continue to provide audit, governance, business sup- port, and work closely with UpHealths management team to integrate complementary products/services and accelerate business growth.
Transforming Care Delivery Global Telehealth $61B Global market in 2019 Behavioral Health $100B Additional U.S. Behavioral Health Spend in 2020 and 2021 caused by COVID Digital Pharmacy $500B U.S. Drug Prescription Market
Page 8 | GigCapital Company Overview
A History of Success | Reducing the Carbon Footprint Lightning eMotors to Merge with GigCapital3 to Lead the Class 3-7 Urban Commercial Zero Emission Vehicles (ZEV) Market
GigCapital3 PPE SPAC of $200M is thrilled to partner with Lightning eMotors, where GigCapital3 brings its manage- ments well-recognized and decades-long technology pub- lic-market operational and entrepreneurial expertise to en- able the successful transition of a high-growth EV company to a publicly traded entity.
Lightning eMotors has successfully built out a proprietary, cost-efficient, scalable modular architecture, which is protect- ed by robust IP that is far ahead of its competition. As a public company, Lightning eMotors will have a strong capital struc- ture to invest in capacity expansion and additional technology development, both organically and through acquisitions, to become an international ZEV industry leader.
The combination of Lightning eMotors and GigCapital3 will bring unique, attractive, and promising opportunities to all stockholders and stakeholders, while substantiating our com- mitment to support one of the highest impact megatrends of our lifetime: electrification of mobility solutions.
Inception GigCapital3 GigCapital3 $200M IPO, NYSE: GIK Executed BCA with Lightning eMotors $800M EV NYSE: ZEV 1/2020 2/2020 5/2020 Target Search & Engagements 12/2020 1H/2021 SEC S-1 Open Filing S-4 Filing with SEC
GigCapital3 Case Study Innovative Financing for Lightning eMotors
Amidst the frenzied pace of EV companies going public in 2020, GigCapital Global leadership orchestrated a first-of-its-kind financ- ing package to ensure successful deSPAC, providing Lightning eMotors with a strong capital structure to execute its growth plan following the planned closed of the business combination. Mem- bers of the GigCapital Global team will join the Lightning eMotors Board of Directors and Strategic Advisory Board, and work closely with Lightning eMotors management team, to provide continued support and guidance on audit, governance, financing, M&A in ac- celerating its growth.
Lightning eMotors Company Highlights
Partnerships Only Full-Range Manufacturer 10 Years R&D Ahead of the Game Modular Architecture Scalable and IP Protected 2 Year Head Start in Customer Validation 120 Vehicles on the Road 1,500 Vehicles on Order $67B TAM(1) Across Multiple End Markets $2.0B Projected
Revenue in 2025
With Visibility to $1B Revenue Based on Current Contract Pipeline
Looking to the Future
GigCapital Global to Continue Launching and Driving PPE Funds $145M IPO NYSE: GIG Signed definitive SPA with Kaleyra Nov, 2019 Closed Combination with Kaleyra NYSE: KLR Secondary Offering $45M Kaleyra to Complete Acquisition of mGage MKT Cap $620M (before closing) 12/2017 2/2019 11/2019 5/2020 1H/2021 $175M IPO NYSE: GIX 6/2019 Signed BCAs with UpHealth & Cloudbreak 11/2020 1H/2021
Combinations will close with UpHealth/Cloudbreak NYSE: UPH
The rich, existing pipeline from three years of GigCapital Global search, in particular the actionable large funnel from GigCapital2 and GigCapital3 searches, anchors the inception of additional PPE funds. GigCapital Glob- als team will remain focused on TMT and ESG sectors, embracing todays Digital Transformation and Sustain- able Development Goals, to shape a better society and healthier environment. $200M IPO NYSE: GIK 5/2020 Signed BCA with Lightning eMotors 12/2020 1H/2021
$360M IPO NASDAQ: GIG 2/2021 Combination will close with Lighning eMotors NYSE: ZEV 2017 2018 2019 2020 2021 Our Proven Leadership Team
The GigCapital Global team is a very experienced group of entrepreneurs and executives comprising former CEOs, se- nior- level corporate finance and SEC accounting executives, technical experts and industry renowned and respected thought-leaders that bring expertise and insights across all aspects of company management.
Dr. Avi Katz
Founding Managing Partner GigCapital Global
Executive Chairman, GigCapital2, 3
VP and Chief Financial Officer,
Dr. Raluca Dinu
Founding Managing Partner GigCapital Global
CEO, President, GigCapital2
BOD Member, GigCapital2, 3
Chief Technical Advisor SW, GigCapital Global
BOD Member, GigCapital3
Neil Miotto Partner, GigCapital Global BOD Member, GigCapital2, 3
Chief Technical Advisor HW, GigCapital Global
BOD Member, GigCapital3
Certain statements in this company overview may constitute forward-looking statements for purposes of federal securities laws. Our
forward-looking statements include, but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future. Any statements contained herein that
are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might,
plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future develop- ments and their potential effects on us. There can be no
assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements, including, without limitation, statements about: searching for, engaging with and completing initial business combinations; our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following initial business combinations; our executive officers and directors allocating their time to other businesses and potentially having
conflicts of interest with our business or in approving initial business combinations, as a result of which they would then receive expense reimburse- ments; our pool of prospective target businesses, including their industry and geographic
location; and the ability of our executive officers and directors to generate a number of potential investment opportunities. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
Private-to-Public Equity (PPE) and Mentor-Investor are trademarks of GigFounders, LLC, used pursuant to agreement.
1731 Embarcadero Road, Suite 200
Palo Alto, CA 94303
P: (650) 276-7040
www.gigcapital2.com www.gigcapital3.com www.gigcapital4.com
©2021 GigCapital, Inc.
Additional Information and Where to Find It
In connection with the proposed transaction, Kaleyra intends to file a combination proxy statement/prospectus registration statement on Form S-4 with the SEC. The proxy statement will be sent to the stockholders of Kaleyra. Kaleyra and Vivial also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Kaleyra are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by Kaleyra and Vivial through the website maintained by the SEC at www.sec.gov. The documents filed by Kaleyra with the SEC also may be obtained free of charge at Kaleyras website at https://www.kaleyra.com/ or upon written request to Kaleyra, c/o Kaleyra, Inc., Via Marco DAviano, 2, Milano MI, Italy.
Participants in the Solicitation
Kaleyra and Vivial and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kaleyras stockholders in connection with the proposed transaction. Information about Kaleyras directors and executive officers and their ownership of Kaleyras securities is set forth in Kaleyras filings with the SEC. A list of the names of such directors and executive officers and information regarding their interests in the Merger will be contained in the combination proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.