Correspondence 0001193125-23-215017 from Kaleyra, Inc. (CIK 0001719489)
Kaleyra, Inc. (CIK 0001719489)
Date: Aug. 17, 2023 · CIK: 0001719489 · Accession: 0001193125-23-215017
AI Filing Summary & Sentiment
File numbers found in text: 001-38320
Letter
Re: Kaleyra, Inc.
July 5,
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Attention:
Joseph Cascarano, Senior Staff Accountant
Robert S. Littlepage, Accountant Branch Chief
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
This letter to acknowledge receipt of the Security and Exchange Commission’s letters dated June 1 and June 30, 2023 and provide Kaleyra’s responses thereon.
Comment
Form 10-Q for Fiscal Quarters Ended March 31, 2023
Note 5. Goodwill and Intangible Assets, Net, page 14
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.
Response
The Company acknowledges the Staff’s comment and will revise future filings to address in the disclosures related to goodwill if and how declines in stock price, market capitalization, and operating results impact the Company’s determination to test goodwill for impairment as of an interim date, and how the Company considers market capitalization in determining the estimated fair values of the reporting units.
Sincerely,
Giacomo Dall’Aglio
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CORRESP 1 filename1.htm CORRESP July 5, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Technology Attention: Joseph Cascarano, Senior Staff Accountant Robert S. Littlepage, Accountant Branch Chief 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 This letter to acknowledge receipt of the Security and Exchange Commission’s letters dated June 1 and June 30, 2023 and provide Kaleyra’s responses thereon. Comment Form 10-Q for Fiscal Quarters Ended March 31, 2023 Note 5. Goodwill and Intangible Assets, Net, page 14 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. Response The Company acknowledges the Staff’s comment and will revise future filings to address in the disclosures related to goodwill if and how declines in stock price, market capitalization, and operating results impact the Company’s determination to test goodwill for impairment as of an interim date, and how the Company considers market capitalization in determining the estimated fair values of the reporting units. Sincerely, Giacomo Dall’Aglio /s/ Giacomo Dall’Aglio Chief Financial Officer Kaleyra Inc Main Office, 85 Broad St, New York, NY 10004, USA. Federal ID: 82-3027430 | State ID: DE 6527093 Operative Office, 1775 Tysons Blvd, Tysons, 22102, VA, USA