SEC Comment Letter 0000000000-23-005759 to Kaleyra, Inc. (CIK 0001719489)
Kaleyra, Inc. (CIK 0001719489)
Date: June 1, 2023 · CIK: 0001719489 · Accession: 0000000000-23-005759
AI Filing Summary & Sentiment
File numbers found in text: 001-38320
Letter
United States securities and exchange commission logo June 1, 2023 Giacomo Dall’Aglio Chief Financial Officer Kaleyra, Inc. 85 Broad Street New York, NY 10004 Re:Kaleyra, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 Filed March 16, 2023 Form 10-Q for Fiscal Quarters Ended March 31, 2023 Filed May 10, 2023 File No. 001-38320 Dear Giacomo Dall’Aglio: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-Q for Fiscal Quarters Ended March 31, 2023 Note 5. Goodwill and Intangible Assets, Net, page 14 1.We note subsequent to your acquisition of mGage your stock price, market capitalization, and operating results continued to decline, and the book value of your shareholders’ equity exceeded your market capitalization at March 31, 2023; however, we noted no revisions to your disclosures related to goodwill under critical accounting estimates in MD&A in subsequent quarterly filings that address these factors. Please revise future filings to address if and how declines in your stock price, market capitalization, and operating results impact your determination to test goodwill for impairment as of an interim date and, if not, explain why not. Please also revise future filings to explain how you consider market capitalization in determining the estimated fair values of the reporting units. Refer to ASC 350-20-35-3C, ASC 350-20-35-22 to 24, and ASC 350-20- 35-30.
FirstName LastNameGiacomo Dall’Aglio Comapany NameKaleyra, Inc. June 1, 2023 Page 2 FirstName LastName Giacomo Dall’Aglio Kaleyra, Inc. June 1, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
June 1, 2023
Giacomo Dall’Aglio
Chief Financial Officer
Kaleyra, Inc.
85 Broad Street
New York, NY 10004
Re:Kaleyra, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 16, 2023
Form 10-Q for Fiscal Quarters Ended March 31, 2023
Filed May 10, 2023
File No. 001-38320
Dear Giacomo Dall’Aglio:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-Q for Fiscal Quarters Ended March 31, 2023
Note 5. Goodwill and Intangible Assets, Net, page 14
1.We note subsequent to your acquisition of mGage your stock price, market capitalization,
and operating results continued to decline, and the book value of your shareholders’
equity exceeded your market capitalization at March 31, 2023; however, we noted no
revisions to your disclosures related to goodwill under critical accounting estimates in
MD&A in subsequent quarterly filings that address these factors. Please revise future
filings to address if and how declines in your stock price, market capitalization, and
operating results impact your determination to test goodwill for impairment as of an
interim date and, if not, explain why not. Please also revise future filings to explain how
you consider market capitalization in determining the estimated fair values of the
reporting units. Refer to ASC 350-20-35-3C, ASC 350-20-35-22 to 24, and ASC 350-20-
35-30.
FirstName LastNameGiacomo Dall’Aglio
Comapany NameKaleyra, Inc.
June 1, 2023 Page 2
FirstName LastName
Giacomo Dall’Aglio
Kaleyra, Inc.
June 1, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376
or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology