UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
KALEYRA, INC. (KLR)
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
483379103
(CUSIP Number)
BRUCE KALLINS, PRINCIPAL; 991 POST ROAD EAST, 2ND FLOOR WESTPORT, CT 06880; (203) 341-0606
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 2020
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 483379103 | 13G | Page 2 of 8 |
| 1. | NAMES
OF REPORTING PERSONS Yakira Partners, L.P. | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 4,155 | |
| 6. | SHARED
VOTING POWER 0 | ||
| 7. | SOLE
DISPOSITIVE POWER 4,155 | ||
| 8. | SHARED
DISPOSITIVE POWER 0 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,155 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.01% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN | ||
| CUSIP No. 483379103 | 13G | Page 3 of 8 |
| 1. | NAMES
OF REPORTING PERSONS Yakira Enhanced Offshore Fund Ltd. | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 1,500 | |
| 6. | SHARED VOTING POWER
0 | ||
| 7. | SOLE
DISPOSITIVE POWER 1,500 | ||
| 8. | SHARED
DISPOSITIVE POWER 0 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.01% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 483379103 | 13G | Page 4 of 8 |
| 1. | NAMES
OF REPORTING PERSONS MAP 136 Segregated Portfolio | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 38,276 | |
| 6. | SHARED
VOTING POWER 0 | ||
| 7. | SOLE
DISPOSITIVE POWER 38,276 | ||
| 8. | SHARED
DISPOSITIVE POWER 0 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,276 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.13% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 483379103 | 13G | Page 5 of 8 |
Item 1.
| (a) | Name of Issuer |
Kaleyra, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
Via Marco D’Aviano, 2, Milano MI, Italy
Item 2.
| (a) | Name of Person Filing |
Yakira Capital Management, Inc.
| (b) | Address of the Principal Office or, if none, residence |
991 Post Road East, 2nd Floor
Westport, CT 06880
| (c) | Citizenship |
Delaware
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
483379103
| CUSIP No. 483379103 | 13G | Page 6 of 8 |
Item 3. Filing pursuant to §240.13d-1(b)
If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.D. 78o): |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☑ An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
| (a) | Amount Beneficially Owned: 43,931 |
| (b) | Percent of Class: 0.15% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 43,931 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition: 43,931 |
| (iv) | Shared power to dispose or to direct the disposition: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☑
| Item 6. | Ownership of More than Five Percent on Behalf of another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
| CUSIP No. 483379103 | 13G | Page 7 of 8 |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| CUSIP No. 483379103 | 13G | Page 8 of 8 |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| August 26, 2020 | ||
| Date | ||
| YAKIRA CAPITAL MANAGEMENT, INC | ||
/s/ Bruce Kallins |
||
| Authorized Signatory | ||