SEC Form SC 13D/A filed by Kaltura Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

 

§ 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

(Amendment No. 2)*

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KALTURA, INC.

(Name of Issuer)

 

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

 

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

 

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Explanatory Note:

 

The Schedule 13D filed with the Securities and Exchange Commission on July 28, 2022 (the “Initial 13D”), as amended by Amendment No. 1 filed on July 31, 2023 (“Amendment No. 1”), by Classroom Aggregator, LLC and K5 Private Investors, L.P. (each, a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to the shares of common stock, par value $0.0001 per share of Kaltura, Inc., a Delaware corporation (the “Issuer”), is hereby amended as set forth below (the “13D/A”). Capitalized terms not defined herein have the meanings ascribed to them in the Initial 13D.

 

 

Items 5(a), 5(b), 5(c) and 5(e) of the Initial 13D are hereby amended and restated in their entirety as follows:

 

(a) The following information is as of the date hereof and assumes there are 146,911,185 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Form 10-Q.

 

Classroom Aggregator is the direct beneficial owner of 7,163,352 shares of Common Stock. The Common Stock held by Classroom Aggregator represents approximately 4.9% of the Common Stock outstanding as of the date of this Statement. K5 Private Investors may be deemed the indirect beneficial owner of the 7,163,352 shares of Common Stock directly held by Classroom Aggregator.

 

The filing of this Statement shall not be construed as an admission by either of the Reporting Persons or by K1 or K5 Capital that, for the purpose of Section 13(d) or 13(g) of the Exchange Act, any of the foregoing is the beneficial owner of any securities covered by this Statement.

 

(b) By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 7,163,352 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement.

 

(c) This Amendment No. 2 is being filed to reflect a change in the percentage previously reported as a result of the change in the outstanding Common Stock. None of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

 

 

Exhibit 99.1

Joint Filing Agreement, dated as of July 28, 2022, incorporated by reference to Exhibit 99.1 to the Initial 13D.

SIGNATURE

 

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.

 

 

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