UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 13, 2019

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

+39 02 288 5841

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Amendments to Forward Share Purchase Agreements with Greenhaven and Glazer

As previously disclosed on the Current Report on Form 8-K (“Current Report”) filed by Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of September 27, 2019, with Greenhaven Capital Fund 1, LP (“Greenhaven Fund 1”) and Greenhaven Road Capital Fund 2, LP (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”), as subsequently amended by Amendment No. 1 to the Forward Share Purchase Agreement dated as of October 3, 2019 (the “Greenhaven Forward Share Purchase Agreement”). As previously disclosed on the Current Report filed by the Company with the SEC on October 2, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of October 1, 2019, with Kepos Alpha Fund L.P. (“Kepos”), as subsquently amended by Amendment No. 1 to the Forward Share Purchase Agreement dated as of October 2, 2019 (the “Kepos Forward Share Purchase Agreement”). As previously disclosed on the Current Report filed by the Company with the SEC on November 20, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of November 19, 2019, with Glazer Capital, LLC (“Glazer”) (the “Glazer Forward Share Purchase Agreement” and together with the Greenhaven Forward Share Purchase Agreement and the Kepos Forward Share Purchase Agreement, the “Forward Share Purchase Agreements”). Pursuant to the terms of the Forward Share Purchase Agreements, commencing on the day after the completion of the Company’s previously announced business combination with Kaleyra S.p.A, which occurred on November 25, 2019 (the “Business Combination”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), held by Greenhaven, Kepos and Glazer, respectively, could be sold in the open market, at their sole discretion, as long as the sales price of the Common Stock is above $10.50 per share. As of the close of the Business Combination, Greenhaven, Kepos and Glazer held 996,195, 195,847 and 922,933 shares of Common Stock, respectively (the “Subject Shares”).

On December 13, 2019, the Company entered into Amendment No. 2 to the Greenhaven Forward Share Purchase Agreement with Greenhaven (the “Greenhaven Amendment”), Amendment No. 2 to the Kepos Forward Share Purchase Agreement (the “Kepos Amendment”) and Amendment No. 1 to the Glazer Forward Share Purchase Agreement with Glazer (the “Glazer Amendment” and together with the Greenhaven Amendment and the Kepos Amendment, the “Amendments”). The Amendments provide that Greenhaven, Kepos and Glazer may sell their respective Subject Shares in the open market, at their sole discretion, as long as the sales price is above $8.50 per share and sales are made in blocks of at least 25,000 shares.

The foregoing description is only a summary of the Amendments, and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, and are incorporated herein by reference. The Amendments are included as exhibits to this Current Report in order to provide investors and security holders with material information regarding the terms of the Amendments. The Amendments are not intended to provide any other factual information about or the Company, Greenhaven, Kepos or Glazer.

Amendments to Extension Notes and Working Capital Notes

As previously disclosed by the Company in its Current Report as filed with the SEC on November 25, 2019 (the “Notes Amendment 8-K”), the Company has amended and restated its previously issued Extension Notes and Working Capital Notes with GigAcquisitions, LLC and GigFounders, LLC on November 23, 2019. On December 13, 2019, the Company issued amended and restated notes to the following counterparties, on the same terms as are set forth in the forms of Amended Extension Note and Amended Working Capital Note previously disclosed in the Notes Amendment 8-K, in the following aggregate amounts:

Extension Notes:

Working Capital Notes:

The foregoing description is only a summary of the Amended Extension Notes and Amended Working Capital Notes, and is qualified in its entirety by reference to the full text of the forms of Amended Extension Note and Amended Working Capital Note which are filed as Exhibits 10.4 and 10.5 hereto, and are incorporated herein by reference.

The disclosure set forth above in Item 1.01 of this Current Report regarding the issuance of the Amended Extension Notes and Amended Working Capital Notes is incorporated by reference herein.

(d) Exhibits:

SIGNATURE

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.

Dated: December 16, 2019