SEC Comment Letter 0000000000-22-013283 to Near Intelligence, Inc. (CIK 0001826671)
Near Intelligence, Inc. (CIK 0001826671)
Date: Dec. 9, 2022 · CIK: 0001826671 · Accession: 0000000000-22-013283
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File numbers found in text: 333-265952
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United States securities and exchange commission logo
December 9, 2022
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:KludeIn I Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed December 1, 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 21, 2022 letter.
Amendment No. 4 to Form S-4 filed December 1, 2022
Basis of Presentation and Glossary, page 2
1.We note your response to prior comments 1 and 2. Please explain what the $71.0 million
of Permitted Debt represents and how this relates, if at all, to the $100.0 million Financing
Agreement. Provide us with the calculations that support the $24.0 million required
minimum cash referenced in your response, as well as the calculations that support how
the $21.8 million pro forma cash balance under the maximum redemption scenario meets
the minimum cash requirement.
FirstName LastNameMini Krishnamoorthy
Comapany NameKludeIn I Acquisition Corp.
December 9, 2022 Page 2
FirstName LastName
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
December 9, 2022
Page 2
Extensions, page 15
2.Please revise to provide appropriate context explaining the Near Extension Note and why
Near agreed to make the final two payments of the Extension Funds instead of the
Sponsor. Discuss the impetus for this change and disclose any related conflicts of interest.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 50
3.You state here that should the NTA Proposal not be approved, KludeIn would not be
permitted to proceed with the business combination. However, we note disclosure
elsewhere, such as on page 33, which states if the NTA Proposal is not approved KludeIn
will only redeem public shares if their net tangible asset value is at least $5,000,001.
Please revise throughout the filing to consistently disclose whether or not the business
combination will occur if the NTA Proposal is not approved.
Risk Factors
KludeIn identified a material weakness in its internal control over financial reporting. If KludeIn
is unable to..., page 89
4.You state here that you believe the newly implemented and enhanced controls are
operating effectively as of the date of this filing. However, we note from disclosure in
Item 4 of your September 30, 2022 Form 10-Q that disclosure controls and procedures
were not effective as of that date. Please explain this apparent inconsistency or revise, as
necessary.
The NTA Proposal
Reasons for the Amendments, page 105
5.We note that you are now asking KludeIn stockholders to adopt amendments to the
Existing Charter that would allow KludeIn to consummate the business combination even
if KludeIn will have less than $5,000,001 in net tangible assets. Explain why you are
asking stockholders to vote on this proposal now, as opposed to at an earlier time.
Additionally, provide a discussion of the related risks for investors and the post-business
combination company here and in the risk factors section. Lastly, identify the provisions
that KludeIn is relying on in determining that the ordinary shares are not at risk of being
deemed a penny stock under Exchange Act Rule 3a51-1.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2022, page 186
6.Please revise pro forma footnote (6) to discuss separately the note payable due to the
Sponsor and the note payable due to Near and any transactions related to each.
FirstName LastNameMini Krishnamoorthy
Comapany NameKludeIn I Acquisition Corp.
December 9, 2022 Page 3
FirstName LastName
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
December 9, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, Near
Key Performance Metric - Net Revenue Retention, page 226
7.We note your revised disclosure and response to prior comment 5. However, you
continue to refer to this metric as net revenue retention and not pro forma net revenue
retention elsewhere throughout the filing, for example on pages 22, 134, 140, 217, etc.
Please revise throughout the filing to consistently refer to this measure as pro forma net
revenue retention.
KludeIn I Acquisition Corp.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 10 - Subsequent Events, page F-52
8.We note that KludeIn and Near entered into a Note Extension Agreement on November
23, 2022 for $686,690. Please revise here to disclose this information, including the
amount outstanding under this Agreement.
9.Please tell whether any additional redeemable common shares have been redeemed since
September 30, 2022. If so, tell us how such redemptions are reflected in your pro forma
financial statements, and also consider disclosing information about the redemptions here,
if material.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 22. Commitments and Contingencies, page F-128
10.Please tell us your consideration to include a discussion in your financial statement
footnotes about the Near GmbH patent infringement matter that began in July 2022. In
this regard, address whether there is at least a reasonable possibility that a loss or an
additional loss may have been incurred, and whether you are able to reasonably estimate
the loss or range of loss. Refer to ASC 450-20-50-4.
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
cc: Benjamin S. Reichel