SEC Comment Letter 0000000000-22-012599 to Near Intelligence, Inc. (CIK 0001826671)
Near Intelligence, Inc. (CIK 0001826671)
Date: Nov. 21, 2022 · CIK: 0001826671 · Accession: 0000000000-22-012599
AI Filing Summary & Sentiment
File numbers found in text: 333-265952
Letter
United States securities and exchange commission logo November 21, 2022 Mini Krishnamoorthy Chief Financial Officer KludeIn I Acquisition Corp. 1096 Keeler Avenue Berkeley, CA 94708 Re:KludeIn I Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed November 10, 2022 File No. 333-265952 Dear Mini Krishnamoorthy: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 4, 2022 letter. Amendment No. 3 to Form S-4 filed November 10, 2022 Basis of Presentation and Glossary, page 2 1.Your revised definition of the Aggregate Transaction Proceeds appears to indicate that in certain circumstances the Minimum Cash Condition may be as low as zero ($0) at closing. However, your definition of Minimum Cash Condition still refers to a Minimum Cash Condition of $95 million. Please revise your discussion of Minimum Cash Condition throughout the filing or explain. Also, tell us, and revise your disclosures as necessary to clarify, whether the maximum redemption scenario in your pro forma financial statements assumes a Minimum Cash Condition of $95 million or some other amount, and provide the calculations as of the pro forma balance sheet date included in your next amendment that support your assumption.
FirstName LastNameMini Krishnamoorthy Comapany NameKludeIn I Acquisition Corp. November 21, 2022 Page 2 FirstName LastNameMini Krishnamoorthy KludeIn I Acquisition Corp. November 21, 2022 Page 2 2.Revise here to define Permitted Debt. Notes to Unaudited Pro Forma Condensed Combined Financial Statements Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022, page 177 3.It appears from Near's historical financial statements that accumulated other comprehensive loss (AOCL) is impacted by foreign currency translation adjustments. As such, please explain further how the Financing Agreement and the repayment of existing debt had a $6.4 million impact on AOCL. Management's Discussion and Analysis of Financial Condition and Results of Operations Of Near Overview, page 213 4.Revise your Overview discussion to focus on material events, uncertainties or trends that have had or are reasonably expected to have an impact on your financial condition, liquidity and results of operations rather than repeating information that is already available in the Business section disclosures immediately preceding your MD&A. Refer to Item 303(a) of Regulation S-K. Key Performance Metric - Net Revenue Retention, page 215 5.We note your response to prior comment 5. Please revise any reference to net revenue retention rate throughout the filing to clarify that such measure is based on pro forma revenue. Near Intelligence Holdings Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) 23. Subsequent events, page F-126 6.Please revise to disclose the actual date through which subsequent events were evaluated. Refer to ASC 855-10-50-1(a). You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
FirstName LastNameMini Krishnamoorthy Comapany NameKludeIn I Acquisition Corp. November 21, 2022 Page 3 FirstName LastName Mini Krishnamoorthy KludeIn I Acquisition Corp. November 21, 2022 Page 3 cc: Benjamin S. Reichel
Show Raw Text
United States securities and exchange commission logo
November 21, 2022
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:KludeIn I Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed November 10, 2022
File No. 333-265952
Dear Mini Krishnamoorthy:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 4, 2022 letter.
Amendment No. 3 to Form S-4 filed November 10, 2022
Basis of Presentation and Glossary, page 2
1.Your revised definition of the Aggregate Transaction Proceeds appears to indicate that in
certain circumstances the Minimum Cash Condition may be as low as zero ($0) at
closing. However, your definition of Minimum Cash Condition still refers to a Minimum
Cash Condition of $95 million. Please revise your discussion of Minimum Cash
Condition throughout the filing or explain. Also, tell us, and revise your disclosures as
necessary to clarify, whether the maximum redemption scenario in your pro forma
financial statements assumes a Minimum Cash Condition of $95 million or some other
amount, and provide the calculations as of the pro forma balance sheet date included in
your next amendment that support your assumption.
FirstName LastNameMini Krishnamoorthy
Comapany NameKludeIn I Acquisition Corp.
November 21, 2022 Page 2
FirstName LastNameMini Krishnamoorthy
KludeIn I Acquisition Corp.
November 21, 2022
Page 2
2.Revise here to define Permitted Debt.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022,
page 177
3.It appears from Near's historical financial statements that accumulated other
comprehensive loss (AOCL) is impacted by foreign currency translation adjustments. As
such, please explain further how the Financing Agreement and the repayment of existing
debt had a $6.4 million impact on AOCL.
Management's Discussion and Analysis of Financial Condition and Results of Operations Of
Near
Overview, page 213
4.Revise your Overview discussion to focus on material events, uncertainties or trends that
have had or are reasonably expected to have an impact on your financial condition,
liquidity and results of operations rather than repeating information that is already
available in the Business section disclosures immediately preceding your MD&A. Refer
to Item 303(a) of Regulation S-K.
Key Performance Metric - Net Revenue Retention, page 215
5.We note your response to prior comment 5. Please revise any reference to net revenue
retention rate throughout the filing to clarify that such measure is based on pro forma
revenue.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
23. Subsequent events, page F-126
6.Please revise to disclose the actual date through which subsequent events were evaluated.
Refer to ASC 855-10-50-1(a).
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
FirstName LastNameMini Krishnamoorthy
Comapany NameKludeIn I Acquisition Corp.
November 21, 2022 Page 3
FirstName LastName
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
November 21, 2022
Page 3
cc: Benjamin S. Reichel