UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Kaltura Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
483467106
(CUSIP Number)
December 31, 2021
(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 the disclosures provided in a prior cover page. |
The information required in 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, as amended (“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. 483467106
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Intel Corporation 94-1672743 | |||||
| 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
0 | ||||
| 6. | Shared Voting Power*
8,040,721 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power*
8,040,721 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
8,040,721 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
6.34% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
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CUSIP No. 483467106
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Intel Capital Corporation 77-0498401 | |||||
| 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
0 | ||||
| 6. | Shared Voting Power*
8,040,721 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power*
8,040,721 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
8,040,721 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
6.34% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
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| Item 1. | |
| (a) | Name of Issuer |
Kaltura Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
200 Park Avenue South Suite 1516
New York, NY 10003
| Item 2. | |
| (a) | Name of Person(s) Filing |
This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the “Reporting Persons”):
1. Intel Corporation
2. Intel Capital Corporation
| (b) | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons is as follows:
2200 Mission College Boulevard
Santa Clara, California 95054-1549
| (c) | Citizenship |
Delaware (for each of the Reporting Persons)
| (d) | Title of Class of Securities |
Common Stock, $0.0001 par value per share
| (e) | CUSIP Number |
483467106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
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| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (the “Issuer”).
(a), (b), and (c)
| Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned(1) |
||||||||||||
| Intel Corporation |
0 | 8,040,721 | (2) | 8,040,721 | (2) | 6.34 | % | |||||||||
| Intel Capital Corporation |
0 | 8,040,721 | (3) | 8,040,721 | (3) | 6.34 | % | |||||||||
| (1) | Based upon information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, reflecting 126,874,443 shares of the Issuer’s Common Stock, par value $0.0001 per share (the “Common Stock”) outstanding as of October 28, 2021. |
| (2) | Consists of (i) 8,040,721 shares of Common Stock held of record by Intel Capital Corporation. Intel Capital Corporation is a direct or indirect wholly-owned subsidiary of Intel Corporation. Intel Corporation does not directly own any shares of the Common Stock. Per the provisions of Rule 13d-3 under the Act, Intel Corporation may be deemed to beneficially own the reported shares of Common Stock. Intel Capital Corporation shares voting and dispositive power over its shares of Common Stock with Intel Corporation. |
| (3) | Intel Capital Corporation directly holds and beneficially owns 8,040,721 shares of Common Stock. Intel Corporation may be deemed to beneficially own the reported shares of Common Stock. Intel Capital Corporation and Intel Corporation share voting and dispositive power over the shares of Common Stock held by Intel Capital Corporation. |
| 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 or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| 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.
Page 5 of 7
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.
Dated: February 14, 2022
| INTEL CORPORATION | ||
| By: | /s/ David Zinsner | |
| Name: Title: |
David Zinsner Executive Vice President and Chief Financial Officer | |
| INTEL CAPITAL CORPORATION | ||
| By: | /s/ Tiffany D. Silva | |
| Name: Title: |
Tiffany D. Silva Corporate Secretary | |
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |
Page 6 of 7
EXHIBIT 1
AGREEMENT OF JOINT FILING
This joint filing agreement (this “Agreement”) is made and entered into as of February 14, 2022, by and between Intel Corporation and Intel Capital Corporation.
The parties to this Agreement hereby acknowledge and agree that (a) the foregoing statement on Schedule 13G, in respect of the shares of Common Stock of Kaltura Inc., is filed on behalf of each party to this Agreement, and (b) all subsequent amendments to the foregoing statement on Schedule 13G may be filed on behalf of each party to this Agreement without filing additional joint filing agreements. Each party to this Agreement acknowledges that it is responsible for timely filing such amendments, and for the completeness and accuracy of the information concerning such party contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the other party, except to the extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| INTEL CORPORATION | ||
| By: | /s/ David Zinsner | |
| Name: | David Zinsner | |
| Title: | Executive Vice President and Chief Financial Officer | |
| INTEL CAPITAL CORPORATION | ||
| By: | /s/ Tiffany D. Silva | |
| Name: | Tiffany D. Silva | |
| Title: | Corporate Secretary | |
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