Kaleyra POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on October 5^th, 2023

Registration No. 333-237992

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT:

to

FORM S-1

POST-EFFECTIVE AMENDMENT No. 1 TO REGISTRATION STATEMENT NO. 333-237992

UNDER

THE SECURITIES ACT OF 1933

Kaleyra, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	82-3027430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

85 Broad Street, New York,

New York, New York 10004

(Address of Principal Executive Offices)

(917) 508 9185

(Registrant’s telephone number, including area code)

Dario Calogero

Chief Executive Officer and President

Kaleyra, Inc.

Via Marco D’Aviano, 2

Milano MI, Italy 20131

(Name and address of agent for service)

(917) 508 9185

(Telephone number, including area code, of agent for service)

Copy to:

Sean M. Ewen

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Deregistration of Unsold Securities

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement on Form S-1 (the “Prior Registration Statement”) of Kaleyra, Inc. (the “Registrant”) which has been previously filed with the U.S. Securities and Exchange Commission (the “SEC”), to deregister any and all securities that remain unsold under such Registration Statement as of the date hereof:

1. Registration Statement No. 333-237992, originally filed with the SEC on May 4, 2020, as amended on May 8, 2020

On June 28, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company and Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), providing for, among other things, the merger of Merger Sub (as defined in the Merger Agreement) with and into the Company (the “Merger”), as a result of which the Company continued as the surviving corporation and a wholly owned subsidiary of Parent.

The Merger became effective on October 5, 2023 (the “Effective Date”).

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Prior Registration Statement. In accordance with an undertaking made by the Company in the Prior Registration Statement to remove from registration by means of a post-effective amendment any and all securities registered under the Prior Registration Statement that remain unsold at the termination of the offerings, the Company hereby removes from registration any securities registered under the Registration Statement which remained unsold as of the Effective Date.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to the Prior Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 5^th day of October, 2023.

KALEYRA, INC.
By:	/s/ Dario Calogero
	Name: Dario Calogero
	Title: Chief Executive Officer and   President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

[Signature Page to Post-Effective Amendment (S-1)]