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SEC Comment Letter 0000000000-23-000156 to Near Intelligence, Inc. (CIK 0001826671)

Near Intelligence, Inc. (CIK 0001826671)
Date: Jan. 5, 2023 · CIK: 0001826671 · Accession: 0000000000-23-000156

AI Filing Summary & Sentiment

File numbers found in text: 333-265952

Date
January 5, 2023
Author
Office of Technology
Form
UPLOAD
Company
Near Intelligence, Inc. (CIK 0001826671)

Letter

United States securities and exchange commission logo January 5, 2023 Mini Krishnamoorthy Chief Financial Officer KludeIn I Acquisition Corp. 1096 Keeler Avenue Berkeley, CA 94708 Re:KludeIn I Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed December 28, 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 December 9, 2022 letter. Amendment No. 5 to Registration Statement on Form S-4 Summary of the Proxy Statement/Prospectus Extensions, page 15 1.We note your response to prior comment 2. Please revise your disclosure in this section to reflect the substance of your response, including the reason you sought the Extension Funds.

FirstName LastNameMini Krishnamoorthy Comapany NameKludeIn I Acquisition Corp. January 5, 2023 Page 2 FirstName LastName Mini Krishnamoorthy KludeIn I Acquisition Corp. January 5, 2023 Page 2 Certain Projected Financial Information, page 139 2.We note the chart on page 140 showing the key elements of the Second Updated Projections. Please revise to include the initial financial projections and the First Updated Projections. Supplement this disclosure by also explaining the material differences between these different sets of projections, such as the different assumptions used. Unaudited Pro Forma Condensed Combined Financial Information Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 187 3.We note your response to prior comment 1. Please revise pro forma footnote (7) to clarify that $56 million has been drawn down under the $100 million Financing Agreement and that Near anticipates drawing down an additional $15 million at Closing. Near Intelligence Holdings Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) Note 22. Commitments and Contingencies, page F-128 4.We note your revised disclosures and response to prior comment 10 where you state that the company "does not believe" the amount of loss can be "reasonably estimated." Please further revise to state whether or not you believe there is at least a reasonable possibility that a loss may have been incurred and if so, disclose the amount of such loss or range of loss or state, if true, that such an estimate cannot be made. 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

Show Raw Text
United States securities and exchange commission logo
January 5, 2023
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:KludeIn I Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed December 28, 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 December 9, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Extensions, page 15
1.We note your response to prior comment 2.  Please revise your disclosure in this section to
reflect the substance of your response, including the reason you sought the Extension
Funds.

 FirstName LastNameMini Krishnamoorthy
 Comapany NameKludeIn I Acquisition Corp.
 January 5, 2023 Page 2
 FirstName LastName
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
January 5, 2023
Page 2
Certain Projected Financial Information, page 139
2.We note the chart on page 140 showing the key elements of the Second Updated
Projections.  Please revise to include the initial financial projections and the First Updated
Projections.  Supplement this disclosure by also explaining the material differences
between these different sets of projections, such as the different assumptions used.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2022, page 187
3.We note your response to prior comment 1.  Please revise pro forma footnote (7) to clarify
that $56 million has been drawn down under the $100 million Financing Agreement and
that Near anticipates drawing down an additional $15 million at Closing.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 22. Commitments and Contingencies, page F-128
4.We note your revised disclosures and response to prior comment 10 where you state that
the company "does not believe" the amount of loss can be "reasonably estimated."  Please
further revise to state whether or not you believe there is at least a reasonable possibility
that a loss may have been incurred and if so, disclose the amount of such loss or range of
loss or state, if true, that such an estimate cannot be made.
            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