SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Kaleyra” refer to Kaleyra Inc., a Delaware corporation, and the term “post-combination company” refers to the Company following the consummation of the Merger.

In this proxy statement/prospectus:

“Board” or “Board of Directors” means the board of directors of the Company.

“Closing” means the closing of the transactions contemplated by the Merger Agreement.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Convertible Note Investment” means the private placement pursuant to which the Convertible Note Investors have subscribed for the Convertible Notes for an aggregate purchase price of $200,000,000.

“Convertible Note Investors” means certain institutional investors that will invest in the Convertible Note Investment.

“Convertible Note Shares” means the 11,851,852 shares of Parent Common Stock to be issued upon conversion of the Convertible Notes, in accordance with the terms and subject to the conditions of the Convertible Note Subscription Agreements and the Indenture.

“Convertible Note Subscription Agreements” means, collectively, those certain subscription agreements entered into on February 18, 2021, between the Company and certain investors, pursuant to which such Convertible Note Investors have agreed to purchase an aggregate of $200,000,000 in the Convertible Note Investment.

“Convertible Notes” means the 6.125% Convertible Senior Notes due 2026 and that are convertible into Convertible Note Shares at a conversion price of $16.875 per share.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLA” means DLA Piper LLP (US), counsel to the Company.

“Distribution” means the distribution by Vivial, after the Reorganization and prior to the Closing, of all of the shares of SpinCo common stock to Vivial equity holders on a pro rata basis according to their ownership of Vivial.

“EBITDA” means earnings before interest, tax, depreciation and amortization.

“Effective Time” means the effective time of the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financing” means the issuance of the Convertible Notes, together with the issuance of the PIPE Shares.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” means the Kaleyra Inc. 2019 Equity Incentive Plan.

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“Investment Company Act” means the Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“mGage” means the global mobile engagement business of Vivial prior to the Closing.

“MacKenzie” means MacKenzie Partners, Inc., proxy solicitor to the Company.

“Merger” means the transactions contemplated by the Merger Agreement, including the Merger of Merger Sub with and into Vivial, with Vivial continuing as the surviving company.

“Merger Agreement” means that certain Merger Agreement, dated as of February 18, 2021, by and among Company, Merger Sub, Vivial and GSO Special Situations Master Fund LP, as the Stockholder Representative.

“Merger Sub” means Project Volcano Merger Sub Inc., a Delaware corporation.

“NYSE American” means the NYSE American stock exchange.

“Parent Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company.

“Registration Statement” means this registration statement on Form S-4 and any amendments thereto, as filed with the SEC.

“Reorganization” means the transfer by Vivial to SpinCo of all equity, assets and liabilities of Vivial Mobile LLC, a Delaware limited liability company, and Vivial Media LLC, a Colorado limited liability company, each of which is a wholly-owned subsidiary of Vivial, and their respective subsidiaries.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Separation” means the Reorganization and the Distribution, collectively.

“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement to be entered into by the parties thereto for purposes of effectuating the Separation.

“SpinCo” means a Delaware corporation to be formed by Vivial as a wholly-owned subsidiary of Vivial for purposes of effectuating the Separation.

“Transition Services Agreement” means a Transition Services Agreement to be entered into immediately prior to Closing between SpinCo and Merger Sub pursuant to which the parties would provide certain business services to one another for a limited period after the Closing.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

“Vivial” means Vivial Inc., a Delaware corporation and its subsidiaries.

“Vivial Common Stock” means the shares of Vivial common stock, par value $0.01 per share.

“Vivial equity holder” means each holder of Vivial Common Stock or a vested equity award.

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“Vivial Networks” means Vivial Networks LLC, a wholly-owned subsidiary of Vivial, and the owner of the business known as mGage.

“Weil” means Weil, Gotshal & Manges LLP, counsel to Vivial.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Merger and the Proposals and the voting procedures for the Special Meeting, which will be held on [●], 2021 at     :         .    ., Eastern Daylight Time, via live webcast at https:// [●]. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting https://[●] and using a control number assigned by Continental Stock Transfer & Trust Company.

Q: Why am I receiving this proxy statement/prospectus?

A: You are being asked to consider and vote upon proposals to approve the issuance of additional shares of our Common Stock that will exceed 20% of our currently outstanding fully-diluted shares in connection with the issuance of shares to Vivial equity holders under the Merger as well as in connection with the Financing, and to approve an increase to the number of our shares of Parent Common Stock available for issuance under our 2019 Equity Incentive Plan by 4,000,000 shares, among other proposals. These proposals are required under the terms of the Merger Agreement. We have entered into the Merger Agreement, pursuant to which the Company’s wholly owned subsidiary, Merger Sub, will merge with and into Vivial, with Vivial surviving the Merger. Subject to the terms of the Merger Agreement and customary adjustments, at the Effective Time of the Merger, each share of Vivial Common Stock issued and outstanding immediately prior to the Effective Time of the Merger (other than shares owned by Vivial as treasury stock or Dissenting Shares) will convert into a number of shares of Parent Common Stock as set forth in the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Merger and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held on [●], 2021 at 10:00 a.m., Eastern Daylight Time, via live webcast at https://[●]. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the Special Meeting by visiting https:// [●] and using a control number assigned by Continental

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Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Q: How can I attend and vote at the Special Meeting?

A: Any stockholder wishing to attend the virtual meeting should register for the meeting by [●], 2021. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our Common Stock:

Q: What are the specific proposals on which I am being asked to vote at the Special Meeting?

A: You are being asked to approve the following proposals:

1. Proposal No. 1 - The NYSE American Stock Issuance Proposal - To approve, for purposes of complying with applicable listing rules of the NYSE American, the issuance of more than 20% of the outstanding Parent Common Stock in connection with the Merger, including 1,600,000 shares of our Common Stock to former Vivial stockholders under the Merger, 8,400,000 shares of Common Stock to the PIPE Investors, and 11,851,852 shares of our Common Stock upon conversion of the Convertible Notes;

2. Proposal No. 2 - The Incentive Plan Proposal - To approve the increase in the number of shares of Parent Common Stock available for issuance under Incentive Plan by 4,000,000 shares; and

3. Proposal No. 3 - Adjournment Proposal - To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal.

Q: Are the proposals conditioned on one another?

A: No. The proposals in this proxy statement/prospectus (other than the Adjournment Proposal) are not conditioned on approval of any other proposal. However, the transactions contemplated by the Merger Agreement may not be consummated if the NYSE American Stock Issuance Proposal is not approved at the Special Meeting.

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Our current deadline to consummate the Merger is June 30, 2021; however this can be extended to July 31, 2021 upon the occurrence of certain circumstances.

Q: Why are we not providing stockholders with the opportunity to vote on the Merger?

A: Our Board of Directors has unanimously approved of the Merger Agreement and the transactions contemplated thereby, and under the Delaware General Corporation Law and other governing documents, approval of our stockholders of the Merger Agreement is not required. Vivial stockholders are required to approve the Merger Agreement, however, Kaleyra and two stockholders of Vivial owning a majority of the Vivial Common Stock (the “Key Company Stockholders”), concurrently with the execution and delivery of the Merger Agreement, have entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which such Key Company Stockholders have agreed, among other things, to vote all of their shares of Vivial Common Stock in favor of the Merger Agreement and the Merger. As a result, approval by the Vivial stockholders of the Merger and the Merger Agreement is assured. Separately, Vivial and certainly stockholders of Kaleyra owning beneficially approximately 39.3% of our outstanding shares of Common Stock have entered into the Parent Insider Support Agreement (the “Parent Insider Support Agreement”), pursuant to which the stockholders of Kaleyra who entered into such agreement have agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the stockholders’ meeting of Kaleyra (or validly execute and return and cause such consent to be granted with respect to), all of their shares of Parent Common Stock (subject to the right to be able to transfer a certain specified amount of shares) in favor of “Proposal 1 – NYSE American Stock Issuance Proposal” and against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaleyra under the Merger Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated.

Q: What revenues and profits/losses has Vivial Networks generated in the last two years?

A: For its most recent fiscal years ended December 31, 2020 and 2019, Vivial Networks generated revenues of approximately $141.3 million and $111.9 million, respectively, and earned income of approximately $23.8 million and $10.8 million, respectively. For additional information, please see the sections entitled “Selected Consolidated Historical Financial and Other Information of Vivial Networks” and “Vivial Networks’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Q: How will Vivial be acquired in the Merger?

A: Pursuant to the Merger Agreement, Vivial will become a wholly owned subsidiary of the Company as a result of the Company’s wholly owned subsidiary, Merger Sub, merger with and into Vivial, with Vivial surviving the Merger.

Q: Following the Merger, will our securities continue to trade on a stock exchange?

A: Yes. We intend to apply to continue the listing of our Common Stock on the NYSE American under the symbol “KLR”, upon the Closing.

Q: What has been the trading price of our Common Stock following the announcement of the Merger?

A: On February 18, 2021, the trading date immediately prior to the public announcement of the Merger, our Common Stock, closed at $16.68. On [●], 2021, the trading date immediately prior to the date of this proxy statement/prospectus, our Common Stock closed at $[●].

Q: How will the Merger impact the shares of the Company outstanding after the Merger?

A: After the Merger and the consummation of the transactions contemplated thereby, including the PIPE Investment and the Convertible Note Investment, the amount of Parent Common Stock outstanding will increase

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by approximately 32.3% to 40,930,117 shares of Parent Common Stock. Additional shares of Parent Common Stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including the issuance of shares of Parent Common Stock upon exercise of warrants, conversion of the Convertible Notes and settlement of our existing restricted stock units or those that are issued in the future.

Q: Will the management and board of directors of each of the Company and Vivial change in the Merger?

A: Yes. The Board of the Company currently consists of six directors, but will be increased to seven directors, with [●] joining the Company’s Board. Management of the Company will not change as a result of the Merger. The board of directors of Vivial will be replaced at the Closing by the board members of Merger Sub (each of whom is a current officer of the Company). Management of Vivial will be replaced by current members of management of the Company.

Q: What equity stake will current stockholders of the Company, the PIPE Investors and the Vivial equity holders hold in the Company after the Closing?

A: It is anticipated that, upon completion of the Merger: (i) the Company’s existing public stockholders (other than the PIPE Investors and the Convertible Note Investors) will retain an ownership interest of approximately 44.3% in the post-combination company; (ii) the PIPE Investors will own approximately 20.5% of the post-combination company (such that public stockholders, including the PIPE Investors, will own approximately 64.9% of the post-combination company); and (iii) the former Vivial equity holders will own approximately 3.9% of the post-combination company.

For more information, please see the sections entitled “Summary of the Proxy Statement - Impact of the Merger on the Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: Will we obtain new financing in connection with the Merger?

A: Yes. The PIPE Investors have agreed to purchase 8,400,000 shares of Parent Common Stock for $12.50 per share in the aggregate, for $105,000,000 of gross proceeds pursuant to the PIPE Subscription Agreement. The PIPE Subscription Agreements are contingent upon, among other things, stockholder approval of the NYSE American Stock Issuance Proposal and the Closing.

Additionally, the Convertible Note Investors have agreed to purchase an aggregate of $200,000,000 of gross proceeds, pursuant to the Convertible Note Subscription Agreements. The Convertible Note Subscription Agreements are contingent upon, among other things, stockholder approval of the NYSE American Stock Issuance Proposal and the Closing.

Q: What conditions must be satisfied to complete the Merger?

A: There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of the Company of the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Merger, please see the section entitled “The Merger - Agreement and Plan of Merger - Conditions to Closing.”

Q: Are there any arrangements to help ensure that the Company will have sufficient funds from the PIPE Investment and the Convertible Note Investment, to fund the aggregate purchase price?

A: The Company will use the proceeds of the PIPE Investment and the Convertible Note Investment to pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, including the Merger, and pursuant to the terms of the Merger Agreement.

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Q: Why is the Company proposing the NYSE American Stock Issuance Proposal?

A: We are proposing the NYSE American Stock Issuance Proposal in order to comply with NYSE American Company Guide Sections 712(b) and 713(a), which requires stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of Common Stock outstanding before the issuance of stock or securities.

In connection with the Merger, we expect to issue (i) up to 1,600,000 shares of Parent Common Stock to the Vivial equity holders, (ii) 8,400,000 shares of Parent Common Stock to the PIPE Investors, and (iii) 11,851,852 shares of our Common Stock upon conversion of the Convertible Notes. Because we may issue 20% or more of outstanding Parent Common Stock when considering together the Merger Consideration, the PIPE Investment and the Convertible Note Investment, we are required to obtain stockholder approval of such issuance pursuant to NYSE American Company Guide Sections 712(b) and 713(a). For more information, please see the section entitled “Proposal No. 1 - The NYSE American Stock Issuance Proposal.”

Q: Why is the Company proposing the Incentive Plan Proposal?

A: The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 2 - The Incentive Plan Proposal” for additional information.

Q: Why is the Company proposing the Adjournment Proposal?

A: We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal, but no other proposal if the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal are approved. Please see the section entitled “Proposal No. 3 - The Adjournment Proposal” for additional information.

Q: What happens if you sell your shares of Parent Common Stock before the Special Meeting?

A: The record date for the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Parent Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting.

Q: What constitutes a quorum at the Special Meeting?

A: A majority of the voting power of all outstanding shares of the capital stock of the Company entitled to vote must be present in person or by proxy (which would include presence at the virtual Special Meeting) to constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, [            ] shares of Parent Common Stock would be required to achieve a quorum.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A:

Proposal No. 1 - The NYSE American Stock Issuance Proposal: The approval of the NYSE American Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present

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in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote, as well as an abstention and broker non-vote, will have no effect on the NYSE American Stock Issuance Proposal. For purposes of NYSE American rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Proposal No. 2 - The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Incentive Plan Proposal. For purposes of NYSE American rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Proposal No. 3 - The Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Q: May the Company or the Company’s directors or officers or their affiliates purchase shares in connection with the Merger?

A: In connection with the stockholder vote to approve the proposed Merger, directors and officers or their respective affiliates may purchase shares in the open market or privately negotiate transactions to purchase shares from stockholders. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

Q: How many votes do you have at the Special Meeting?

A: Each stockholder is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record by such stockholder as of [●], the record date for the Special Meeting. As of the close of business on the record date, there were [            ] outstanding shares of Parent Common Stock.

Q: How will our directors and officers vote?

A: Neither we nor our directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Merger. Currently, our directors and officers, along with those affiliated stockholders party to the Parent Insider Support Agreement, own approximately 39.3% of our issued and outstanding shares of Parent Common Stock and will be able to vote all such shares at the Special Meeting.

Q: How do I vote?

A: If you were a stockholder of record on [●], 2021, you may vote by granting a proxy. Specifically, you may vote:

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If you hold your shares in street name, you must submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?

A: At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on the Adjournment Proposal. In addition, for purposes of the NYSE American Stock Issuance Proposal and the Incentive Plan Proposal, the NYSE American considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a failure to vote will have no effect on these two proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q: If I am not going to attend the Special Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully. If you are a stockholder of record of Parent Common Stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner of Parent Common Stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q: What is the difference between a stockholder of record and a “street name” holder?

A: If your shares are registered directly in your name with the Company’s Transfer Agent, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not submit voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: How will a broker non-vote impact the results of each proposal?

A: Broker non-votes will not have any effect on the outcome of any proposals.

Q: May I change my vote after I have returned my signed proxy card or voting instruction form?

A: Yes. If you are a holder of record of Parent Common Stock as of the close of business on the record date, whether you vote by mail, you can change or revoke your proxy before it is voted at the Special Meeting by:

If you are a beneficial owner of Parent Common Stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: What happens if the Merger is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “The Merger - Agreement and Plan of Merger” for information regarding the parties’ specific termination rights.

In addition, if the Merger is not consummated, which would occur in the event “Proposal 1 – The NYSE American Stock Issuance Proposal” is not approved, the Merger Agreement would be subject to termination and neither the Separation nor the Financing would be consummated. In addition, in certain circumstances where a termination of the Merger Agreement occurs, the Company would be obligated to pay Vivial a termination fee. See “The Merger – Agreement and Plan of Merger – Termination.”

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Q: When is the Merger expected to be completed?

A: The closing of the Merger is expected to take place on or prior to the second business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Merger - Agreement and Plan of Merger - Conditions to Closing.” The closing is expected to occur in the first half of 2021. The Merger Agreement may be terminated by the Company or Vivial if the Closing has not occurred by June 30, 2021, although either the Company or Vivial may extend this date to July 31, 2021 in the event that the SEC has not declared this Registration Statement effective by May 14, 2021.

For a description of the conditions to the completion of the Merger, see the section entitled “The Merger - Agreement and Plan of Merger – Conditions to Closing.”

Q: What do you need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Merger will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: Who can vote at the special meeting?

A: Only holders of record of the Parent Common Stock, including those shares held as a constituent part of our units, at the close of business on [●], 2021 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, [            ] shares of Parent Common Stock were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s Transfer Agent, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and this proxy statement/ prospectus are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q: Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A: We will pay the cost of soliciting proxies for the Special Meeting. We have engaged MacKenzie to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay MacKenzie a fee of $9,000, plus disbursements, and will reimburse MacKenzie for its reasonable out-of-pocket expenses and indemnify MacKenzie and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Parent Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Parent Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

c/o Kaleyra Inc.

Via Marco D’Aviano, 2

Milano MI, Italy 20131

Attn: Secretary

Telephone: +39 02 288 5841

You may also contact our proxy solicitor at:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

Telephone: (212) 929-5500 (Call Collect)

or

Call Toll-Free: (800) 322-2885

E-mail: proxy@mackenziepartners.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should carefully read this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of the Company and Vivial to fully understand the proposed Merger (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus.

Unless otherwise specified, all share calculations assume: (i) no inclusion of any shares of Parent Common Stock issuable pursuant to the Incentive Plan at or following the Closing; (iii) an equity raise of approximately $105,000,000 of gross proceeds from the PIPE Investment of 8,400,000 shares of Parent Common Stock at $12.50 per share; and (iv) no issuance of 11,851,852 shares of Parent Common Stock on conversion of the Convertible Notes issued pursuant to the convertible debt raise of approximately $200,000,000 of gross proceeds from the Convertible Investment.

Parties to the Merger

The Company

We are a Delaware corporation formerly known as GigCapital, Inc., and as a result of our business combination with Kaleyra S.p.A. on November 25, 2019, we changed our name to Kaleyra, Inc.

Kaleyra provides its customers and business partners with a trusted cloud communications platform (the “Platform”) that seamlessly integrates software services and applications for business-to-consumer communications between Kaleyra’s customers and their end-user customers and partners on a global basis. The demand for cloud communications is increasingly driven by the growing, and often mandated, need for enterprises to undertake a digital transformation that includes omnichannel, mobile-first interactive end-user customer communications. This complements new workflows that Kaleyra’s customers have developed which are driven by software and artificial intelligence to automate certain end-user customer-facing processes before, during and after transactions. These communications are increasingly managed through mobile network operators as the gateway to reach end-user consumers’ mobile devices. Kaleyra’s Platform enables these communications by integrating mobile alert notifications and interactive capabilities to reach and engage end-user customers. Kaleyra’s Platform couples a “Software as a Service” or SaaS business model, creating what is generally referred to as a “cloud communications platform as a service”, or simply CPaaS.

Kaleyra is a result of the expansion of the former Ubiquity, which was founded in Milan, Italy in 1999. Ubiquity secured a leading market position in mobile messaging on behalf of the Italian financial services industry and then sought to expand its products and geographic offerings. Ubiquity acquired Solutions Infini of Bangalore, India in 2017 and Buc Mobile of Vienna, Virginia in 2018. It was rebranded as Kaleyra S.p.A. in February 2018. Following the integration of the acquired entities, the combined company is collectively engaged in the operation of the Platform on behalf of Kaleyra’s customers.

The mailing address of the Company’s principal executive office is c/o Kaleyra Inc., Via Marco D’Aviano, 2, Milano MI, Italy.

Additional information regarding the Company can be found in Item 1 (“Business”) in our Annual Report on Form 10-K for our fiscal year ended December 31, 2020 filed with the SEC on March 16, 2021, a copy of which is incorporated by reference into this proxy statement/prospectus and which is incorporated by reference herein.

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Merger Sub

Merger Sub, a Delaware corporation, is a wholly owned subsidiary of the Company, formed by the Company in February 2021 to consummate the Merger. In the Merger, Merger Sub will merge with and into Vivial, with Vivial continuing as the surviving corporation (the “Surviving Corporation”).

The mailing address of Merger Sub’s principal executive office is Via Marco D’Aviano, 2, Milano MI, Italy.

Vivial

Vivial Networks, a wholly-owned indirect subsidiary of Vivial, was formed to invest in and acquire digital marketing companies. On August 21, 2015, Vivial Networks completed the acquisition of mGage. mGage is a global mobile engagement provider which enables brands to intelligently personalize mobile communications for the omni-channel consumer, across marketing and customer care interactions, primarily through SMS and MMS text marketing and engagement campaigns. Currently, mGage provides these services in North America, South America, Europe, and Asia with plans for further global expansion

For more information about Vivial, please see the sections entitled “Information About mGage” and “Vivial Networks’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Emerging Growth Company

The Company is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. The Company has elected to take advantage of such extended transition period.

The Company will remain an emerging growth company until the earlier of (1) December 31, 2025 (the last day of the fiscal year following the fifth anniversary of the consummation of the Company’s initial public offering), (2) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which the Company is deemed to be a “large accelerated filer,” as defined in the Exchange Act, and (4) the date on which the Company has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

Separation

In connection with the Merger, Vivial will form a wholly-owned subsidiary (“SpinCo”), into which it will transfer two other wholly-owned subsidiaries, Vivial Mobile LLC, a Delaware limited liability company, and Vivial Media LLC, a Colorado limited liability company, and its subsidiaries (the “Reorganization”). Following the Reorganization, Vivial will cause its stockholders to receive on a pro rata basis 100% of the shares of SpinCo common stock (the “Distribution”, and the Distribution together with the Reorganization is referred to as the “Separation”). As a result of and following the Separation, Vivial will solely own the business of mGage immediately prior to the consummation of the Merger.

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Merger Consideration to the Vivial Stockholders

At the Effective Time, each share of Vivial Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Vivial Common Stock resulting from the conversion of restricted stock units prior to the Effective Time) will be cancelled and converted into and will thereafter represent the right to receive, without interest, in accordance with a schedule to be delivered by Vivial prior to the closing of the Merger, (i) the Estimated Per Share Merger Consideration plus (ii) such share’s Allocable Share of any Adjustment Amount distributed pursuant to the Merger Agreement and Adjustment Escrow Amount in accordance with an escrow agreement to be established for the Adjustment Escrow Amount plus (iii) its Allocable Share of any amount from the Stockholder Representative Expense Fund distributed. See “The Merger – Agreement and Plan of Merger – The Merger” for additional information about the consideration payable to the Vivial Stockholders under the Merger.

Related Agreements

There are a number of separate agreements that have been entered into under the Merger Agreement, including the Stockholder Support Agreement, Parent Insider Support Agreement, a Separation and Distribution Agreement, and a Transition Services Agreement.

Stockholder Support Agreement. Kaleyra and two stockholders of Vivial owning a majority of the Vivial Common Stock (the “Key Company Stockholders”), concurrently with the execution and delivery of the Merger Agreement, have entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which such Key Company Stockholders have agreed, among other things, to vote all of their shares of Vivial Common Stock in favor of the Merger Agreement and the Merger.

Parent Insider Support Agreement. Vivial and those stockholders of Kaleyra identified in the Parent Insider Support Agreement, concurrently with the execution and delivery of the Merger Agreement, have entered into the Parent Insider Support Agreement (the “Parent Insider Support Agreement”), pursuant to which the stockholders of Kaleyra who entered into such agreement have agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the stockholders’ meeting of Kaleyra (or validly execute and return and cause such consent to be granted with respect to), all of their shares of Parent Common Stock (subject to the right to be able to transfer a certain specified amount of shares) in favor of (A) the approval and adoption of the Merger Agreement and approval of the Merger, including the Merger, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaleyra under the Merger Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by Kaleyra for consummation of the Merger.

The foregoing descriptions of the related agreements and the transactions contemplated thereby are not complete and are subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which has been filed with our Current Report on Form 8-K on February 23, 2021, the terms of which are incorporated herein by reference. See also “The Merger – Related Agreements.”

Separation and Distribution Agreement. Vivial and Spinco will enter into a Separation and Distribution Agreement immediately prior to the consummation of the Merger (the “Separation and Distribution Agreement”) which will memorialize the various rights and obligations of such parties in connection with the Separation. Pursuant to the Separation and Distribution Agreement, Vivial and SpinCo will agree, among other things, to (i) allocate and transfer those assets used in the SpinCo business and separately identified by such parties, along with any liabilities relating to, arising out of or resulting from the operation of the SpinCo business along with specified liabilities relating to operation of SpinCo business prior to the Distribution and, (ii) terminate certain intercompany contracts and liabilities and settle all intercompany receivables at the time of the Distribution. The Distribution shall occur prior to Closing so long as (a) the Reorganization has been completed and the conditions

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set forth in Article VI of the Merger Agreement, other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger. The foregoing description of the Separation and Distribution Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement. See also “The Merger – Related Agreements – Separation and Distribution Agreements.”

Transition Services Agreement. Simultaneously with the consummation of the Merger, SpinCo and Merger Sub will enter into a Transition Services Agreement (the “Transition Services Agreement”) pursuant to which SpinCo will agree to provide certain services related to the mGage business for a specified period of time in order to facilitate the transactions contemplated by the Merger. Merger Sub will further agree to pay a service fee specified for each service provided. The foregoing description of the Transition Services Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement. See “The Merger – Related Agreements – Transition Services Agreement.”

Kaleyra Inc. 2019 Equity Incentive Plan

Our Board and stockholders approved the Incentive Plan, effective on November 25, 2019. The purpose of the Incentive Plan is to advance the interest of the Company by providing stock-based compensation to participating thereby promoting the long-term alignment with the Company and the creation of stockholder value by encouraging service providers to focus on critical long-range corporate objectives, encouraging the attraction and retention of service providers with exceptional qualifications and linking service providers directly to stockholder interests through increased stock ownership. These incentives are provided through the grant of incentive stock options, nonqualified stock options, stock appreciation rights, performance awards, cash-based awards, unrestricted stock, restricted stock, and restricted stock units. For more information about the Incentive Plan, please see the section entitled “Proposal No. 2 - The Incentive Plan Proposal - Summary of the Incentive Plan.”

Board of the Company following the Merger

Immediately upon Closing, our Board of Directors will be expanded from six members to seven members, and [●] has agreed to join our Board of Directors as a Class [●] director with a term expiring [●].

Board of Vivial following the Merger

Following the merger, the board of directors of Vivial will be replaced by the members of the board of directors of Merger Sub, each of whom is currently an officer of the Company.

Impact of the Merger on the Company’s Public Float

It is anticipated that, upon completion of the Merger: (i) the Company’s existing public stockholders (other than the PIPE Investors and the Convertible Note Investors) will retain an ownership interest of approximately 44.3% in the Company; (ii) the PIPE Investors will own approximately 20.5% of the Company (such that public stockholders, including PIPE Investors, will own approximately 64.9% of the Company); and (iii) the former Vivial equity holders will own approximately 3.9% of the Company, not including any shares of Parent Common Stock that will be issuable upon conversion of the Convertible Notes or the exercise of any warrants. The PIPE Investors have agreed to purchase 8,400,000 shares of Parent Common Stock in the aggregate, for $105,000,000 of gross proceeds. The Convertible Note Investors have agreed to purchase an aggregate principal amount of $200,000,000 of Convertible Notes. The ownership percentage with respect to the Company following the Merger does not take into account (i) warrants to purchase Parent Common Stock that will remain outstanding immediately following the Merger, (ii) conversion of any of the Convertible Notes, or (iii) the issuance of any shares upon completion of the Merger under the Incentive Plan, a copy of which as proposed to be amended and restated is attached to this proxy statement/prospectus as Annex B. If the actual facts are different than these

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assumptions, the percentage ownership retained by the Company’s existing stockholders in the Company as a result of the Merger will be different. For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 2 - The Incentive Plan Proposal.”

Please see “Unaudited Pro Forma Condensed Combined Financial Information - Description of the Merger” on page [●].

Proposals

The stockholders of the Company will be asked to vote on:

Please see the sections entitled “Proposal No. 1 - The NYSE American Stock Issuance Proposal,” “Proposal No. 2 -The Incentive Plan Proposal,” and “Proposal No. 3 - The Adjournment Proposal” for more information.

Date, Time and Place of Special Meeting

The Special Meeting will be held on [●], 2021 at 10:00 a.m., Eastern Daylight Time, via live webcast at https://[●]. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. The Special Meeting will be conducted exclusively via live webcast and so stockholders will not be able to attend the meeting in person. Stockholders may attend the special meeting online and vote at the Special Meeting by visiting https://[●] and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company.

Registering for the Special Meeting

Any stockholder wishing to attend the virtual meeting should register for the meeting by [●], 2021 at https:// [●]. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of Parent Common Stock:

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Voting Power and Record Date

Only Company stockholders of record at the close of business on [●], 2021, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [            ] shares of Parent Common Stock outstanding and entitled to vote, and 12,780,483 are Insider Shares held by our officers and directors.

Tax Consequences

For a description of the material U.S. federal income tax consequences of the ownership and disposition of Parent Common Stock, please see the information set forth in the section entitled “Certain U.S. Federal Income Tax Considerations.”

Accounting Treatment

The Merger will be accounted for as an acquisition of Vivial by the Company under the acquisition method of accounting in accordance with U.S. GAAP. For additional information, see note 1 in “Unaudited Pro Forma Combined Financial Information” and “The Merger – Accounting Treatment” on page [●].

Appraisal Rights

Appraisal rights are not available to holders of shares of Parent Common Stock in connection with the Merger.

Pursuant to Section 262 of the DGCL, Vivial stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect or waive, lose, forfeit, validly withdraw or revoke or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Vivial Common Stock, as determined by the Court of Chancery, if the Merger is completed. The “fair value” of such shares of Vivial Common Stock as determined by the Court of Chancery may be more or less than, or the same as, the value of the consideration that such stockholder would otherwise be entitled to receive under the Merger Agreement. Vivial stockholders who do not vote in favor of the Merger nor consent in writing to it and who wish to preserve their appraisal rights must so advise Vivial by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Vivial or the Company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL to properly exercise and perfect their right to appraisal. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Vivial stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Any shares of Vivial Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of Vivial who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Vivial Common Stock in accordance with Section 262 of the DGCL and otherwise complied

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with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights are referred to as “Dissenting Shares”.

Please see the sections entitled “Appraisal Rights.”

Proxy Solicitation

Proxies may be solicited by mail. The Company has engaged MacKenzie to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Company Stockholders—Revoking Your Proxy.”

Reasons for the Approval of the Merger

In approving the Merger Agreement and the Merger and recommending that the Company’s stockholders approve the Merger Agreement and the Merger, the Board considered the following positive factors which are based upon our due diligence, although not weighted or in any order of significance:

The criteria and situations described above were not intended to be exhaustive and we indicated our evaluation of any particular initial Merger might reflect other considerations, factors and criteria deemed relevant by our management in effecting the relevant transaction, consistent with our business objective and strategy.

For more information about our decision-making process, please see the section entitled “The Merger – The Company Board’s Reasons for Approval of the Merger.”

Conditions to Closing of the Merger

Conditions to Each Party’s Obligations

The respective obligations of the Company and Vivial to complete the Merger are subject to the satisfaction of the following conditions:

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Conditions to the Company’s Obligations

The obligation of the Company to complete the Merger is also subject to the satisfaction, or waiver by the Company, of the following conditions:

Conditions to Vivial’s’ Obligations

The obligation of Vivial to complete the merger is also subject to the satisfaction, or waiver by Vivial, of the following conditions:

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the

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Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Merger is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division makes a request for additional information or documentary material related to the Merger (a “Second Request”), the waiting period with respect to the Merger will be extended for an additional period of 30 calendar days, which will begin on the date on which the Company and Vivial each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On March 11, 2021, the Company and Vivial filed the required forms under the HSR Act with the Antitrust Division and the FTC. The 30-day waiting period with respect to the Merger, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is expected to expire at 11:59 p.m. Eastern Daylight Time on April 12, 2021 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

At any time before or after consummation of the Merger, notwithstanding any termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither the Company nor Vivial is aware of any material regulatory approvals or actions that are required for completion of the Merger other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Company stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Parent Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the NYSE American Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Parent Common Stock represented in person or by proxy and entitled to vote at the Special Meeting.

A failure to vote or an abstention will have no effect on the Adjournment Proposal. In addition, for purposes of the NYSE American Stock Issuance Proposal, and the Incentive Plan Proposal, the NYSE American considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a failure to vote will have no effect on these two proposals.

It is important for you to note that in the event that the NYSE American Stock Issuance Proposal does not receive the requisite vote for approval, we will not consummate the Merger.

Recommendation to Company Stockholders

Our Board believes that each of the NYSE American Stock Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of the Company and our stockholders and recommends that its stockholders vote “FOR” each of the proposals.

Report on Form 10-K for our fiscal year ended December 31, 2021, a copy of which accompanies this proxy statement/prospectus and which is incorporated herein by reference. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and Vivial to complete the Merger, and (ii) the business, cash flows, financial condition and results of operations of Vivial prior to the consummation of the Merger and the performance of Vivial’s business following consummation of the Merger.

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