EX-99.2 5 d710643dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 T r u s t e d C P a a S I N V E S T O R P R E S E N T AT I O N F E B R U A R Y 2 0 1 9Exhibit 99.2 T r u s t e d C P a a S I N V E S T O R P R E S E N T AT I O N F E B R U A R Y 2 0 1 9


Legal Disclaimer INVESTOR PRESENTATION This communication is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed potential business combination between Kaleyra S.p.A. (“Kaleyra”) and GigCapital, Inc. (“GigCapital”) (and collectively “we”), and related transactions and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modelling or back-testing or any other information contained herein. Any data on past performance, modeling or back-testing contained herein is no indication as to future performance. Neither Kaleyra nor GigCapital assumes any obligation to update the information in this communication. This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination between Kaleyra and GigCapital or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement that complies with applicable rules and regulations promulgated under the Securities Act of 1933 and Securities Exchange Act of 1934. FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed transactions. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the proposed transactions and the future held by the Kaleyra and GigCapital management teams. 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 certain assumptions of GigCapital and/or Kaleyra management in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on us as well as other factors we believe are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra or GigCapital will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made 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. Certain market data information in this presentation is based on the estimates of Kaleyra and GigCapital management. Kaleyra and GigCapital obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Kaleyra and GigCapital believes their estimates to be accurate as of the date of this presentation. However, this information may prove to be inaccurate because of the method by which Kaleyra or GigCapital obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process. 2Legal Disclaimer INVESTOR PRESENTATION This communication is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed potential business combination between Kaleyra S.p.A. (“Kaleyra”) and GigCapital, Inc. (“GigCapital”) (and collectively “we”), and related transactions and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modelling or back-testing or any other information contained herein. Any data on past performance, modeling or back-testing contained herein is no indication as to future performance. Neither Kaleyra nor GigCapital assumes any obligation to update the information in this communication. This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination between Kaleyra and GigCapital or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement that complies with applicable rules and regulations promulgated under the Securities Act of 1933 and Securities Exchange Act of 1934. FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed transactions. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the proposed transactions and the future held by the Kaleyra and GigCapital management teams. 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 certain assumptions of GigCapital and/or Kaleyra management in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on us as well as other factors we believe are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra or GigCapital will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made 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. Certain market data information in this presentation is based on the estimates of Kaleyra and GigCapital management. Kaleyra and GigCapital obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Kaleyra and GigCapital believes their estimates to be accurate as of the date of this presentation. However, this information may prove to be inaccurate because of the method by which Kaleyra or GigCapital obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process. 2


Legal Disclaimer (Cont’d) NON-GAAP FINANCIAL MEASURE AND RELATED INFORMATION This presentation includes reference to adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income and finance cost (including bank charges), tax, depreciation and amortization calculated from the audited consolidated financial statements of such party and its subsidiaries (prepared in accordance with Italian GAAP, except for the subsidiaries, that have been prepared under local GAAP), plus (i) transaction expenses of Kaleyra and GigCapital, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by the post-combination company or any of its subsidiaries to their employees and (v) any provision for the write down of assets. The pro forma earnings of Kaleyra, which is an Italian company, and its subsidiaries, which include subsidiaries outside of the U.S., may not be prepared in conformance with Article 11 of Regulation S-X of the SEC. We are not able to forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including as a result of preparation using GAAP rather than Italian and other local GAAP as we have done historically, and therefore have not provided a reconciliation for forward-looking adjusted EBITDA. Adjusted EBITDA is being used to determine whether conditions have been achieved that would result in the issuance of the earnout. GigCapital management also believes that this non-GAAP measure of Kaleyra’s financial results will provide useful information to management and investors regarding certain financial and business trends relating to Kaleyra’s anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyra’s anticipated business. ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed business combination and related transactions, if a definitive agreement is reached, GigCapital will file preliminary and definitive proxy statements with the SEC and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of GigCapital are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with GigCapital ’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed business combination because the proxy statements will contain important information about the proposed business combination and related transactions and the parties to such arrangements. The definitive proxy statement will be mailed to stockholders of GigCapital as of a record date to be established for voting on the proposed business combination and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. PARTICIPANTS IN THE SOLICITATION Kaleyra, GigCapital, and their respective directors, executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of GigCapital stockholders in connection with the proposed business combination and related transactions. Information concerning the interests of Kaleyra’s and GigCapital’s participants in the solicitation, which may, in some cases, be different than those of Kaleyra’s and GigCapital’s equity holders generally, will be available in the proxy statement relating to the proposed business combination to be filed by GigCapital with the SEC. The past performance of the members of the Kaleyra management team, GigCapital management team, Kaleyra, GigCapital, or any of their affiliates is not a guarantee of success with respect to the proposed business combination and related transactions. You should not rely on the historical record of the performance of Kaleyra management, GigCapital management, or any of their affiliates’ performance as indicative of our future performance when evaluating the proposed business combination and related transactions TRADEMARKS AND INTELLECTUAL PROPERTY All trademarks, service marks, and trade names of Kaleyra or GigCapital or their respective subsidiaries or affiliates used herein are trademarks, service marks, or registered trademarks of Kaleyra or 3 GigCapital, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners.Legal Disclaimer (Cont’d) NON-GAAP FINANCIAL MEASURE AND RELATED INFORMATION This presentation includes reference to adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as of any date of calculation, the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income and finance cost (including bank charges), tax, depreciation and amortization calculated from the audited consolidated financial statements of such party and its subsidiaries (prepared in accordance with Italian GAAP, except for the subsidiaries, that have been prepared under local GAAP), plus (i) transaction expenses of Kaleyra and GigCapital, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by the post-combination company or any of its subsidiaries to their employees and (v) any provision for the write down of assets. The pro forma earnings of Kaleyra, which is an Italian company, and its subsidiaries, which include subsidiaries outside of the U.S., may not be prepared in conformance with Article 11 of Regulation S-X of the SEC. We are not able to forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including as a result of preparation using GAAP rather than Italian and other local GAAP as we have done historically, and therefore have not provided a reconciliation for forward-looking adjusted EBITDA. Adjusted EBITDA is being used to determine whether conditions have been achieved that would result in the issuance of the earnout. GigCapital management also believes that this non-GAAP measure of Kaleyra’s financial results will provide useful information to management and investors regarding certain financial and business trends relating to Kaleyra’s anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyra’s anticipated business. ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed business combination and related transactions, if a definitive agreement is reached, GigCapital will file preliminary and definitive proxy statements with the SEC and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of GigCapital are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with GigCapital ’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed business combination because the proxy statements will contain important information about the proposed business combination and related transactions and the parties to such arrangements. The definitive proxy statement will be mailed to stockholders of GigCapital as of a record date to be established for voting on the proposed business combination and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. PARTICIPANTS IN THE SOLICITATION Kaleyra, GigCapital, and their respective directors, executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of GigCapital stockholders in connection with the proposed business combination and related transactions. Information concerning the interests of Kaleyra’s and GigCapital’s participants in the solicitation, which may, in some cases, be different than those of Kaleyra’s and GigCapital’s equity holders generally, will be available in the proxy statement relating to the proposed business combination to be filed by GigCapital with the SEC. The past performance of the members of the Kaleyra management team, GigCapital management team, Kaleyra, GigCapital, or any of their affiliates is not a guarantee of success with respect to the proposed business combination and related transactions. You should not rely on the historical record of the performance of Kaleyra management, GigCapital management, or any of their affiliates’ performance as indicative of our future performance when evaluating the proposed business combination and related transactions TRADEMARKS AND INTELLECTUAL PROPERTY All trademarks, service marks, and trade names of Kaleyra or GigCapital or their respective subsidiaries or affiliates used herein are trademarks, service marks, or registered trademarks of Kaleyra or 3 GigCapital, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners.


Presenters 80+ Years of Entrepreneurial & Operational Experience DARIO CALOGERO TERRY HSIAO DR. AVI KATZ Founder, Chairman Head of Strategy Founder, Chairman Chief Executive Officer 4Presenters 80+ Years of Entrepreneurial & Operational Experience DARIO CALOGERO TERRY HSIAO DR. AVI KATZ Founder, Chairman Head of Strategy Founder, Chairman Chief Executive Officer 4


Transaction Earnout Transaction • Additional equity consideration • GigCapital, a publicly- to Kaleyra shareholders & traded special purpose management in the event acquisition company, business performance Summary exceeds certain thresholds combines with Kaleyra − 2.28m shares payable to • Combined company will Kaleyra shareholders & apply to continue the management in the event listing of its common 2019 revenue & adjusted stock on the NYSE as EBITDA increase over KLR 2018 by 30% and 45%, • Transaction is expected respectively to close in the second − 2.28m shares payable to half of 2019 Kaleyra shareholders and management in the event Valuation & 2020 revenue and adjusted EBITDA Consideration increase over fiscal year 2019 by 30% and 45%, • Pro forma Enterprise Value respectively of $192.1 million based on a • For achievement above 80% price of $10.14 per share of the earnout target, the • Attractive valuation of 1.5x earnout shall be paid on a 2019E revenue of $126.7 two-to-one basis (i.e. if 27% million & 1.2x 2020E growth is achieved, Kaleyra revenue of $161.2 million, shareholders and representing a discount of management would receive Post Close 64% in 2019E & 67% in 95% of the earnout. No 2020E to the average of earnout shares will be granted Mgmt & Board comparable companies if growth is below 24%) • Existing Kaleyra employees • Gig sponsors also have a and shareholders will portion of their equity • Kaleyra’s management will receive: ownership subject to earnout continue to operate the $15 million in cash business post-close 9.6 million common • The Board of Directors of 7 shares members will be chaired by Dr. Avi Katz and have equal • No minimum cash condition members from Kaleyra and to close GIG including Kaleyra CEO, Note: Represents 0% redemption Dario Calogero 5Transaction Earnout Transaction • Additional equity consideration • GigCapital, a publicly- to Kaleyra shareholders & traded special purpose management in the event acquisition company, business performance Summary exceeds certain thresholds combines with Kaleyra − 2.28m shares payable to • Combined company will Kaleyra shareholders & apply to continue the management in the event listing of its common 2019 revenue & adjusted stock on the NYSE as EBITDA increase over KLR 2018 by 30% and 45%, • Transaction is expected respectively to close in the second − 2.28m shares payable to half of 2019 Kaleyra shareholders and management in the event Valuation & 2020 revenue and adjusted EBITDA Consideration increase over fiscal year 2019 by 30% and 45%, • Pro forma Enterprise Value respectively of $192.1 million based on a • For achievement above 80% price of $10.14 per share of the earnout target, the • Attractive valuation of 1.5x earnout shall be paid on a 2019E revenue of $126.7 two-to-one basis (i.e. if 27% million & 1.2x 2020E growth is achieved, Kaleyra revenue of $161.2 million, shareholders and representing a discount of management would receive Post Close 64% in 2019E & 67% in 95% of the earnout. No 2020E to the average of earnout shares will be granted Mgmt & Board comparable companies if growth is below 24%) • Existing Kaleyra employees • Gig sponsors also have a and shareholders will portion of their equity • Kaleyra’s management will receive: ownership subject to earnout continue to operate the $15 million in cash business post-close 9.6 million common • The Board of Directors of 7 shares members will be chaired by Dr. Avi Katz and have equal • No minimum cash condition members from Kaleyra and to close GIG including Kaleyra CEO, Note: Represents 0% redemption Dario Calogero 5


Pro-Forma Capitalization & Ownership (1) Pro-Forma Capitalization & EV Build Pro-Forma Summary of Ownership Post Close Pro-Forma enterprise value of $192.1 million, implying 1.5x 2019E revenue and 1.2x 2020E revenue Existing Kaleyra shareholders and employees to receive $15.0 million cash consideration and will be issued 9.6 million shares at close representing 33.1% pro-forma ownership in the company Transaction expected to close and start trading 2H 2019 33.1% Gig Shareholders Kaleyra’s balance sheet consists of ~$6 million in cash and $24 million in debt (5) Gig Sponsors 54.5% Pro-Forma Enterprise Value Build ($ in MM) (2) Kaleyra Share Price $10.14 12.3% (1) Pro-Forma Shares Outstanding 29.1 Implied Equity Value $294.9 (3) Net Cash $102.8 Total Enterprise Value $192.1 Sources & Uses Public Comparables Multiple Discount to Comparables (4) Sources Uses EV / FY 2019E Revenue 1.5x (64.0%) GigCapital Cash in Trust $145.8 Cash to Balance Sheet $120.8 EV / FY 2020E Revenue 1.2x (66.9%) Cash Consideration $15.0 Source: S&P Capital IQ as of 2/22/2019 market close Transaction Expenses $10.0 Total Cash Sources $145.8 Note: Represents 0% redemptions. th (1) Pre Earnout figures & excludes any future shares issued in Management Equity Incentive Plan. Includes issuances of 1/10 of a share for Total Cash Uses $145.8 each right at the closing. Excludes all unexercised out-of-the-money warrants (2) Price per share is an estimated trust value per share at close (Beginning of 2H 2019) (3) Includes $6 million in existing Kaleyra cash and $24 million in existing debt on the balance sheet, out of which ~$6 million due in 2019 6 (4) Uses of cash subject to change based on the level of Public Stockholder Redemptions (illustrated above is assumed 0% redemption) (5) GigCapital sponsors shares representing less than 1% of the total pro-forma post closing ownership are subject to earn-out Pro-Forma Capitalization & Ownership (1) Pro-Forma Capitalization & EV Build Pro-Forma Summary of Ownership Post Close Pro-Forma enterprise value of $192.1 million, implying 1.5x 2019E revenue and 1.2x 2020E revenue Existing Kaleyra shareholders and employees to receive $15.0 million cash consideration and will be issued 9.6 million shares at close representing 33.1% pro-forma ownership in the company Transaction expected to close and start trading 2H 2019 33.1% Gig Shareholders Kaleyra’s balance sheet consists of ~$6 million in cash and $24 million in debt (5) Gig Sponsors 54.5% Pro-Forma Enterprise Value Build ($ in MM) (2) Kaleyra Share Price $10.14 12.3% (1) Pro-Forma Shares Outstanding 29.1 Implied Equity Value $294.9 (3) Net Cash $102.8 Total Enterprise Value $192.1 Sources & Uses Public Comparables Multiple Discount to Comparables (4) Sources Uses EV / FY 2019E Revenue 1.5x (64.0%) GigCapital Cash in Trust $145.8 Cash to Balance Sheet $120.8 EV / FY 2020E Revenue 1.2x (66.9%) Cash Consideration $15.0 Source: S&P Capital IQ as of 2/22/2019 market close Transaction Expenses $10.0 Total Cash Sources $145.8 Note: Represents 0% redemptions. th (1) Pre Earnout figures & excludes any future shares issued in Management Equity Incentive Plan. Includes issuances of 1/10 of a share for Total Cash Uses $145.8 each right at the closing. Excludes all unexercised out-of-the-money warrants (2) Price per share is an estimated trust value per share at close (Beginning of 2H 2019) (3) Includes $6 million in existing Kaleyra cash and $24 million in existing debt on the balance sheet, out of which ~$6 million due in 2019 6 (4) Uses of cash subject to change based on the level of Public Stockholder Redemptions (illustrated above is assumed 0% redemption) (5) GigCapital sponsors shares representing less than 1% of the total pro-forma post closing ownership are subject to earn-out


Company Overview Kaleyra provides a cloud communication platform for enterprises COMPANY OVERVIEW TOTAL REVENUE $250.0 $200.0 $209.9 Global 235 3,000+ 2 Billion $150.0 $161.2 Employees Customers Voice Calls in Presence Globally 2019E Europe, Asia, $126.7 60+ $100.0 Middle East, Employees $99.5 USA For New Products $77.6 $50.0 $54.6 MOST COMMON TRANSACTIONS $0.0 2016PF 2017PF 2018PF 2019E 2020E 2021E 2FA Long Code IVR Click to call EMPLOYEE BREAKDOWN | 2018 Voice Call RCS Short Code Broadcasting Conference Sales Marketing and Business Dev 33% 43% Look up API Dedicated Live view number monitoring G&A + Staff Technology & Voice Messaging Engineering 24% 7 Note: Total Revenue presented as Italian GAAPCompany Overview Kaleyra provides a cloud communication platform for enterprises COMPANY OVERVIEW TOTAL REVENUE $250.0 $200.0 $209.9 Global 235 3,000+ 2 Billion $150.0 $161.2 Employees Customers Voice Calls in Presence Globally 2019E Europe, Asia, $126.7 60+ $100.0 Middle East, Employees $99.5 USA For New Products $77.6 $50.0 $54.6 MOST COMMON TRANSACTIONS $0.0 2016PF 2017PF 2018PF 2019E 2020E 2021E 2FA Long Code IVR Click to call EMPLOYEE BREAKDOWN | 2018 Voice Call RCS Short Code Broadcasting Conference Sales Marketing and Business Dev 33% 43% Look up API Dedicated Live view number monitoring G&A + Staff Technology & Voice Messaging Engineering 24% 7 Note: Total Revenue presented as Italian GAAP


Company Overview Kaleyra’s History of Organic & Acquired Growth + GigCapital A trusted team sharing a common Global business relationships with a Speed and access to capital is a goal to build the world’s most trusted desire to expand faster than the competitive advantage CPaaS platform growth in the market EUROPE 1999 Founded in Milan, market leader in messaging services for BFSI ASIA 2018 Acquired 2009 2017 Acquired Founded in Bangalore USA 2006 Founded in Vienna, VA Palo Alto, CA Trusted Team with Public Global M&A Extensive Network From Senior U.S. Wall Street $145 Million IPO in Company Track Record; 400% Experience; 10 Silicon Valley & beyond; Relationships; GigPeak had December 2017 return on GigPeak from 2007 acquisitions to build Chose Kaleyra out of 400+ 8 research analysts formation to sale in 2017 GigPeak opportunities reviewed covering the Company 8 upon saleCompany Overview Kaleyra’s History of Organic & Acquired Growth + GigCapital A trusted team sharing a common Global business relationships with a Speed and access to capital is a goal to build the world’s most trusted desire to expand faster than the competitive advantage CPaaS platform growth in the market EUROPE 1999 Founded in Milan, market leader in messaging services for BFSI ASIA 2018 Acquired 2009 2017 Acquired Founded in Bangalore USA 2006 Founded in Vienna, VA Palo Alto, CA Trusted Team with Public Global M&A Extensive Network From Senior U.S. Wall Street $145 Million IPO in Company Track Record; 400% Experience; 10 Silicon Valley & beyond; Relationships; GigPeak had December 2017 return on GigPeak from 2007 acquisitions to build Chose Kaleyra out of 400+ 8 research analysts formation to sale in 2017 GigPeak opportunities reviewed covering the Company 8 upon sale


Company Overview Trusted Cloud Communications Kaleyra provides an end-to-end platform to deliver identity authentication, mobile marketing campaigns, banking services authorizations, etc. and connectivity to enterprises worldwide Reliable, fully redundant, secure, flexible and scalable cloud platform ensuring application communication Enterprise Tools for Reaching End Users With Messages Communication With or Voice via a Local Cloud Number Customers or Short Code Secure Cloud Platforms & Services Flexible Delivery Model Industry Applications Cloud Messaging Plug & Play APIs Healthcare E-commerce & Education Logistics Enterprise Voice Solutions Global Phone Numbers Travel FinTech Retail Connectivity 9Company Overview Trusted Cloud Communications Kaleyra provides an end-to-end platform to deliver identity authentication, mobile marketing campaigns, banking services authorizations, etc. and connectivity to enterprises worldwide Reliable, fully redundant, secure, flexible and scalable cloud platform ensuring application communication Enterprise Tools for Reaching End Users With Messages Communication With or Voice via a Local Cloud Number Customers or Short Code Secure Cloud Platforms & Services Flexible Delivery Model Industry Applications Cloud Messaging Plug & Play APIs Healthcare E-commerce & Education Logistics Enterprise Voice Solutions Global Phone Numbers Travel FinTech Retail Connectivity 9


Company Overview Global & Diversified Customers FinTech E-commerce Travel Retail Education 10Company Overview Global & Diversified Customers FinTech E-commerce Travel Retail Education 10


Company Overview Why We Win 5K messages per second, horizontally scalable Full suite of IVR and conferencing services 87 languages over a single API Concatenated to 4,000 characters Visual configurations of call routing Call masking Real time analytics including click-through Integrated w interactive AI and NLP Click to call RCS and WhatsApp support, adding Apple Business Chat Call broadcasting and automated dialing Integrated w interactive AI and chatbot Automated opt-in/out management Security Compliance Integration PSD2 opening banking initiatives Native local numbers PCI-DSS compliant Https, IPsec, TLS encryption support Number portability lookup Certified A2P gateway GDPR compliant ISO 27001 and NIST 800-88r1 Short code support Toll free numbers Hybrid cloud implementation Pool management 11Company Overview Why We Win 5K messages per second, horizontally scalable Full suite of IVR and conferencing services 87 languages over a single API Concatenated to 4,000 characters Visual configurations of call routing Call masking Real time analytics including click-through Integrated w interactive AI and NLP Click to call RCS and WhatsApp support, adding Apple Business Chat Call broadcasting and automated dialing Integrated w interactive AI and chatbot Automated opt-in/out management Security Compliance Integration PSD2 opening banking initiatives Native local numbers PCI-DSS compliant Https, IPsec, TLS encryption support Number portability lookup Certified A2P gateway GDPR compliant ISO 27001 and NIST 800-88r1 Short code support Toll free numbers Hybrid cloud implementation Pool management 11


Company Overview Attractive Financial Profile: Strong Growth and Flexibility Kaleyra demonstrates strong historical top line growth and profitability with a robust pipeline for future growth via new product roadmap, M&A, and industry tailwinds Consolidated Revenue | $ in Millions Adjusted EBITDA | $ in Millions $30.0 $250.0 $25.0 $200.0 $209.9 $25.1 $20.0 $150.0 $161.2 $15.0 $16.8 $126.7 $100.0 $99.5 $10.0 $11.6 $77.6 $50.0 $8.2 $54.6 $5.0 $5.1 $2.7 $0.0 $0.0 2016PF 2017PF 2018PF 2019E 2020E 2021E 2016PF 2017PF 2018PF 2019E 2020E 2021E Growth % 41.9% 28.3% 27.3% 27.3% 30.2% Growth % 88.1% 62.4% 41.0% 45.2% 49.1% 21.0% 21.7% 23.6% 25.5% 29.5% Gross Margin % Margin % 6.5% 8.2% 9.1% 10.4% 11.9% 12 Note: Please see page 5 for detail on transaction earnout tied to revenue and EBITDA Note: All figures in Italian GAAPCompany Overview Attractive Financial Profile: Strong Growth and Flexibility Kaleyra demonstrates strong historical top line growth and profitability with a robust pipeline for future growth via new product roadmap, M&A, and industry tailwinds Consolidated Revenue | $ in Millions Adjusted EBITDA | $ in Millions $30.0 $250.0 $25.0 $200.0 $209.9 $25.1 $20.0 $150.0 $161.2 $15.0 $16.8 $126.7 $100.0 $99.5 $10.0 $11.6 $77.6 $50.0 $8.2 $54.6 $5.0 $5.1 $2.7 $0.0 $0.0 2016PF 2017PF 2018PF 2019E 2020E 2021E 2016PF 2017PF 2018PF 2019E 2020E 2021E Growth % 41.9% 28.3% 27.3% 27.3% 30.2% Growth % 88.1% 62.4% 41.0% 45.2% 49.1% 21.0% 21.7% 23.6% 25.5% 29.5% Gross Margin % Margin % 6.5% 8.2% 9.1% 10.4% 11.9% 12 Note: Please see page 5 for detail on transaction earnout tied to revenue and EBITDA Note: All figures in Italian GAAP


Industry Overview Evolution of Communications Software Software and CPaaS are substantially disrupting telecom services Dramatic shift from hardware-driven marketplace to software / CPaaS Hardware-Driven Marketplace Rising OTT Messaging & VOIP CPaaS 2020 2000 2010 Full blown cloud platform providing Communication is unlinked Proprietary protocols complete communication from devices / hardware Complex pricing scheme capabilities, easily deployed through converged infrastructure APIs 13Industry Overview Evolution of Communications Software Software and CPaaS are substantially disrupting telecom services Dramatic shift from hardware-driven marketplace to software / CPaaS Hardware-Driven Marketplace Rising OTT Messaging & VOIP CPaaS 2020 2000 2010 Full blown cloud platform providing Communication is unlinked Proprietary protocols complete communication from devices / hardware Complex pricing scheme capabilities, easily deployed through converged infrastructure APIs 13


Industry Overview High Growth, Large Total Addressable Market The global voice and messaging CPaaS market is transitioning from a hyper growth, start-up phase to a critical-mass phase utilizing three layers of cloud services including: Networking Connectivity, APIs and Applications $150 Billion According to GSMA (1) (2) Total CPaaS Market SMS Business Messaging Revenue $ in Billions $ in Billions $6.2 $90.0 App Chatbot Unified Replacement Search Comms Potential Potential Potential $60.0 + Artificial Intelligence $2.2 Applications in: 2018 2022 2018 2022 Business Government Health Transport Enabling IoT (1) Source – 451 Market Monitor (2018) 14 (2) Source – GSMA (2018)Industry Overview High Growth, Large Total Addressable Market The global voice and messaging CPaaS market is transitioning from a hyper growth, start-up phase to a critical-mass phase utilizing three layers of cloud services including: Networking Connectivity, APIs and Applications $150 Billion According to GSMA (1) (2) Total CPaaS Market SMS Business Messaging Revenue $ in Billions $ in Billions $6.2 $90.0 App Chatbot Unified Replacement Search Comms Potential Potential Potential $60.0 + Artificial Intelligence $2.2 Applications in: 2018 2022 2018 2022 Business Government Health Transport Enabling IoT (1) Source – 451 Market Monitor (2018) 14 (2) Source – GSMA (2018)


Growth Strategy Organic Integrations Grow existing global product team and accelerate joint product management Key technology integrations with industry leading ISV’s Product Evolution Enhance R&D capabilities and cloud infrastructure Further develop RCS Industry applications in security, productivity and social Geographic Expansion Second Payment Services Directives (“PSD2”) provides major European expansion opportunities from Milan HQ India presence provides platform to expand further into Asia region US growth opens up Latin America and Canada markets 15 03Growth Strategy Organic Integrations Grow existing global product team and accelerate joint product management Key technology integrations with industry leading ISV’s Product Evolution Enhance R&D capabilities and cloud infrastructure Further develop RCS Industry applications in security, productivity and social Geographic Expansion Second Payment Services Directives (“PSD2”) provides major European expansion opportunities from Milan HQ India presence provides platform to expand further into Asia region US growth opens up Latin America and Canada markets 15 03


Growth Strategy Accretive Acquisitions Previous Acquisition Market Expansion Product Enhancement • Connectivity to carriers covering 1 billion • Access to new products + people • Pre-Existing cloud infrastructure • Customer base expansion • Access to mandatory license • Access to booming, young markets • Access to the US market and connectivity to globally LATAM, as well as know-how of the US • Opportunity to expand towards Africa, regulatory framework Australia, China and Indonesia • Strong Management teams and intellectual property Target Geography Product Add-On Size (Revenue) Gross Margin Target 1 Americas Conferencing / Voice API $15 - 20 Million 75% Target 2 Americas Chat Bot SMB $15 - 20 Million 50% Target 3 Americas Pure CPaaS $20 - 25Million 45% 40% Target 4 Americas Pure CPaaS $5 - 6 Million Target 5 Americas CPaaS Enablement $5 - 6 Million 75% 75% Target 6 Americas Messaging Enabled Payments $6 - 8 Million 16Growth Strategy Accretive Acquisitions Previous Acquisition Market Expansion Product Enhancement • Connectivity to carriers covering 1 billion • Access to new products + people • Pre-Existing cloud infrastructure • Customer base expansion • Access to mandatory license • Access to booming, young markets • Access to the US market and connectivity to globally LATAM, as well as know-how of the US • Opportunity to expand towards Africa, regulatory framework Australia, China and Indonesia • Strong Management teams and intellectual property Target Geography Product Add-On Size (Revenue) Gross Margin Target 1 Americas Conferencing / Voice API $15 - 20 Million 75% Target 2 Americas Chat Bot SMB $15 - 20 Million 50% Target 3 Americas Pure CPaaS $20 - 25Million 45% 40% Target 4 Americas Pure CPaaS $5 - 6 Million Target 5 Americas CPaaS Enablement $5 - 6 Million 75% 75% Target 6 Americas Messaging Enabled Payments $6 - 8 Million 16


Benchmarking Analysis Small-Cap CPaaS & UCaaS (2019E) 2018PF – 2019E Revenue Growth EV / 2019E Revenue Mean: 16.7% Mean: 4.2x 14.0x 80.0% Kaleyra: 27.3% Kaleyra: 1.5x 13.1x 70.0% 12.0x 70.5% 11.1x 60.0% 10.0x 50.0% 8.0x 40.0% 6.0x 5.9x 30.0% 28.5% 27.3% 4.7x 26.7% 4.6x 4.0x 4.4x 4.4x 11% Higher Revenue Growth 20.0% 64% Discount 15.4% 2.0x 14.0% 13.2% 10.0% 2.2x 11.6% 11.3% 11.2% 10.2% 1.7x 1.7x 1.6x 1.5x 1.5x 7.0% 1.1x 5.5% 4.9% 4.3% 1.0x 0.0% 0.0x 17 Source: S&P Capital IQ as of 2/22/2019 market closeBenchmarking Analysis Small-Cap CPaaS & UCaaS (2019E) 2018PF – 2019E Revenue Growth EV / 2019E Revenue Mean: 16.7% Mean: 4.2x 14.0x 80.0% Kaleyra: 27.3% Kaleyra: 1.5x 13.1x 70.0% 12.0x 70.5% 11.1x 60.0% 10.0x 50.0% 8.0x 40.0% 6.0x 5.9x 30.0% 28.5% 27.3% 4.7x 26.7% 4.6x 4.0x 4.4x 4.4x 11% Higher Revenue Growth 20.0% 64% Discount 15.4% 2.0x 14.0% 13.2% 10.0% 2.2x 11.6% 11.3% 11.2% 10.2% 1.7x 1.7x 1.6x 1.5x 1.5x 7.0% 1.1x 5.5% 4.9% 4.3% 1.0x 0.0% 0.0x 17 Source: S&P Capital IQ as of 2/22/2019 market close


Benchmarking Analysis Small-Cap CPaaS & UCaaS (2020E) 2019E – 2020E Revenue Growth EV / 2020E Revenue Mean: 11.4% Mean: 3.6x 35.0% 12.0x Kaleyra: 27.3% Kaleyra: 1.2x 31.7% 30.0% 10.0x 9.9x 27.3% 25.0% 16% Higher Revenue Growth 9.1x 8.0x 21.8% 20.0% 6.0x 18.2% 15.0% 5.2x 13.6% 4.6x 4.0x 11.9% 4.2x 10.0% 11.2% 10.9% 3.7x 67% Discount 9.0% 8.3% 2.0x 5.0% 5.8% 2.0x 1.7x 1.6x 1.5x 1.3x 1.2x 1.0x 1.0x 2.1% 1.8% 1.6% 0.0% 0.0x Source: S&P Capital IQ as of 2/22/2019 market close 18 Note: eGain was excluded due to availability of analyst estimates for 2020Benchmarking Analysis Small-Cap CPaaS & UCaaS (2020E) 2019E – 2020E Revenue Growth EV / 2020E Revenue Mean: 11.4% Mean: 3.6x 35.0% 12.0x Kaleyra: 27.3% Kaleyra: 1.2x 31.7% 30.0% 10.0x 9.9x 27.3% 25.0% 16% Higher Revenue Growth 9.1x 8.0x 21.8% 20.0% 6.0x 18.2% 15.0% 5.2x 13.6% 4.6x 4.0x 11.9% 4.2x 10.0% 11.2% 10.9% 3.7x 67% Discount 9.0% 8.3% 2.0x 5.0% 5.8% 2.0x 1.7x 1.6x 1.5x 1.3x 1.2x 1.0x 1.0x 2.1% 1.8% 1.6% 0.0% 0.0x Source: S&P Capital IQ as of 2/22/2019 market close 18 Note: eGain was excluded due to availability of analyst estimates for 2020


Benchmarking Analysis Regression Analysis 9.0x 8.0x 7.0x y = 13.411x + 1.3731 R² = 0.2574 6.0x 5.0x Discount / 4.0x Appreciation Opportunity 3.0x 2.0x 1.0x 0.0x 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 2019E to 2020E Revenue Growth Source: S&P Capital IQ 19 Note: eGain was excluded due to availability of analyst estimates for 2020 EV / 2020E RevenueBenchmarking Analysis Regression Analysis 9.0x 8.0x 7.0x y = 13.411x + 1.3731 R² = 0.2574 6.0x 5.0x Discount / 4.0x Appreciation Opportunity 3.0x 2.0x 1.0x 0.0x 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 2019E to 2020E Revenue Growth Source: S&P Capital IQ 19 Note: eGain was excluded due to availability of analyst estimates for 2020 EV / 2020E Revenue


Investment Summary Compelling Products Attractive Financials & Growth • Kaleyra offers the next generation • Kaleyra has delivered above-market of business combination products, growth in an emerging market optimally delivered to each of their • Disciplined management has clients produced meaningful growth and • Security, compliance, and profitability integration built in from first line of code Blue Chip Customer Partners Proven Management Team • Kaleyra serves its customers with • Kaleyra’s clients are industry some of the most stringent leaders and demand the best performance and reliability • Kaleyra will be able to enhance its standards, representing a high experience profile with the addition barrier to entry of GigCapital sitting on the board • The Company adds critical functionality customers rely upon, making us long term partners Multiple Levers for Future Growth Large & Growing TAM • Robust pipeline via new product roadmap, M&A, and industry • CPaaS market is expected to grow tailwinds at a ~30% CAGR through 2022 • Well positioned within global voice • Security and AI solutions will and messaging CPaaS market continue to drive growth and currently transitioning from a hyper engagement growth, start-up phase to a critical mass phase 20Investment Summary Compelling Products Attractive Financials & Growth • Kaleyra offers the next generation • Kaleyra has delivered above-market of business combination products, growth in an emerging market optimally delivered to each of their • Disciplined management has clients produced meaningful growth and • Security, compliance, and profitability integration built in from first line of code Blue Chip Customer Partners Proven Management Team • Kaleyra serves its customers with • Kaleyra’s clients are industry some of the most stringent leaders and demand the best performance and reliability • Kaleyra will be able to enhance its standards, representing a high experience profile with the addition barrier to entry of GigCapital sitting on the board • The Company adds critical functionality customers rely upon, making us long term partners Multiple Levers for Future Growth Large & Growing TAM • Robust pipeline via new product roadmap, M&A, and industry • CPaaS market is expected to grow tailwinds at a ~30% CAGR through 2022 • Well positioned within global voice • Security and AI solutions will and messaging CPaaS market continue to drive growth and currently transitioning from a hyper engagement growth, start-up phase to a critical mass phase 20


Appendix 21Appendix 21


EBITDA Reconciliation The following table shows the reconciliation of the Pro-forma Adjusted EBITDA as reported in the investors presentation. The figures have been prepared in accordance with Italian GAAP, except for the subsidiaries, that have been prepared under local GAAP Unaudited Pro-Forma Adj. EBITDA | ($ in millions) 2016PF 2017PF 2018PF Earnings (GAAP as Described Above) $0.9 $1.6 $4.0 Finance Income & Finance Costs $0.1 $0.2 $0.3 Taxes $0.7 $0.8 $2.1 Depreciation & Amortization $1.4 $1.6 $2.1 Pro-Forma EBITDA $3.1 $4.1 $8.5 Write Down of Assets - $0.6 - Costs & Income Net Related to Previous Years - $0.6 ($0.1) Tax Grant ($0.4) ($0.2) ($0.2) Pro-Forma Adjusted EBITDA $2.7 $5.1 $8.2 22EBITDA Reconciliation The following table shows the reconciliation of the Pro-forma Adjusted EBITDA as reported in the investors presentation. The figures have been prepared in accordance with Italian GAAP, except for the subsidiaries, that have been prepared under local GAAP Unaudited Pro-Forma Adj. EBITDA | ($ in millions) 2016PF 2017PF 2018PF Earnings (GAAP as Described Above) $0.9 $1.6 $4.0 Finance Income & Finance Costs $0.1 $0.2 $0.3 Taxes $0.7 $0.8 $2.1 Depreciation & Amortization $1.4 $1.6 $2.1 Pro-Forma EBITDA $3.1 $4.1 $8.5 Write Down of Assets - $0.6 - Costs & Income Net Related to Previous Years - $0.6 ($0.1) Tax Grant ($0.4) ($0.2) ($0.2) Pro-Forma Adjusted EBITDA $2.7 $5.1 $8.2 22


www.kaleyra.com contact@kaleyra.com 23www.kaleyra.com contact@kaleyra.com 23