--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-253538" form_type: "8-K" ticker: null cik: "0001719489" company_name: "Kaleyra, Inc." filed_at: "2023-10-10T23:59:59+00:00" generated_at: "2026-06-10T02:33:16.962477+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Tata Communications completes acquisition of Kaleyra for $7.25 per share, ~$100M cash plus debt ## Summary - Each Kaleyra share converted into $7.25 cash; aggregate consideration ~$100M plus assumption of all outstanding debt. - Kaleyra's common stock and warrants delisted from NYSE; registration terminated. - New board: Mysore Madhusudhan (Chairman), Mauro Carobene, Troy Reynolds, Tri Pham; Carobene named CEO, Danilo Roncasaglia CFO. - Supplemental indenture modifies 6.125% Convertible Senior Notes due 2026: upon conversion, only cash at $7.25 per share. - Settlement with former CTO Nicola Vitto: €1,000 plus accelerated vesting of 50% unvested RSUs (12,715 RSUs). ## SEC filing metadata - accession: 0001193125-23-253538 - form_type: 8-K - cik: 0001719489 - company_name: Kaleyra, Inc. - filed_at: 2023-10-10T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.03, 2.01, 3.01, 3.03, 5.02, 5.03, 8.01, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/d915044d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-253538 - JSON: https://secwatch.observer/filing/0001193125-23-253538.json - Plain text: https://secwatch.observer/filing/0001193125-23-253538.txt ## Key facts - Executive change Troy Reynolds was appointed as Director at Kaleyra, Inc.. - Action: appointed - Role: Director source text: Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Nicola Vitto resigned as Chief Product & Technology Office at Kaleyra, Inc.. - Action: resigned - Role: Chief Product & Technology Office source text: the Company's entry into a settlement agreement with Mr. Nicola Vitto with respect to his resignation from his position as Chief Product & Technology Office of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Mauro Carobene was appointed as Director at Kaleyra, Inc.. - Action: appointed - Role: Director source text: Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Giacomo Dall'Aglio was removed as Chief Financial Officer at Kaleyra, Inc.. - Action: removed - Role: Chief Financial Officer source text: Giacomo Dall'Aglio was removed as the Company's Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Danilo Roncasaglia was appointed as Chief Financial Officer at Kaleyra, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Danilo Roncasaglia was appointed as Chief Financial Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Mr. Calogero was removed as Director at Kaleyra, Inc.. - Action: removed - Role: Director source text: Following the Effective Time, Mr. Calogero was removed as a director of the Company and terminated as an employee of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Mauro Carobene was appointed as Chief Executive Officer at Kaleyra, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Mauro Carobene was appointed as Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Mysore Madhusudhan was appointed as Chairman at Kaleyra, Inc.. - Action: appointed - Role: Chairman source text: Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Executive change Tri Pham was appointed as Director at Kaleyra, Inc.. - Action: appointed - Role: Director source text: Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - M&A Transactions Kaleyra, Inc. underwent a change of control involving Tata Communications Limited for $7.25 (closed 2023-10-05). - Action: change of control - Counterparty: Tata Communications Limited - Consideration: $7.25 - Closing: 2023-10-05 source text: ☐ Introductory Note On October 5, 2023, Kaleyra, Inc., a Delaware corporation (the “ Company ” or “ Kaleyra ”), Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“ Tata Communications ”) and TC Delaware Technologies Inc., a Delaware corporation and wholly owned subsidiary of Tata Communications (“ Merger Sub ”), completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 28, 2023 (the “ Merger Agreement ”), by and among the Company and Tata Communications. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm - Material Agreements Kaleyra, Inc. entered into Merger Agreement with Tata Communications (effective 2023-10-10). - Action: entry - Agreement: merger - Counterparty: Tata Communications - Effective: 2023-10-10 source text: Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Tata Communications. evidence_url: https://www.sec.gov/Archives/edgar/data/1719489/000119312523253538/0001193125-23-253538-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.