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May 2, 2023
Anil Mathews
Chief Executive Officer
Near Intelligence, Inc.
100 W Walnut St., Suite A-4
Pasadena, CA 91124
Re:Near Intelligence, Inc.
Registration Statement on Form S-1
Filed April 12, 2023
File No. 333-271229
Dear Anil Mathews:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed April 12, 2023
General
1.You indicate that you are registering the primary offering by the company of the shares
issuable upon exercise of the warrants that were offered and sold privately to the Sponsor
at the time of the SPAC IPO (the "Private Placement Warrants"). As the offer of the
shares issuable upon exercise of the Private Placement Warrants has already been made
privately, please revise to register the resale of these shares and provide the disclosure
required by Item 507 of Regulation S-K.
Cover Page
2.Disclose the price that the Sponsor paid for the Private Placement Warrants.

 FirstName LastNameAnil Mathews
 Comapany NameNear Intelligence, Inc.
 May 2, 2023 Page 2
 FirstName LastName
Anil Mathews
Near Intelligence, Inc.
May 2, 2023
Page 2
3.Disclose the exercise price of the warrants compared to the market price of the underlying
security. Disclose that cash proceeds associated with the exercise of warrants to purchase
your common stock are dependent on your stock price, that the warrants are currently out
of the money and, therefore, the company is unlikely to receive proceeds from the
exercise of the warrants. Furthermore, disclose you may not receive cash upon the
exercise of the Private Placement Warrants since these warrants may be exercised on a
cashless basis. Provide similar disclosure in the prospectus summary, risk factors, MD&A
and use of proceeds section. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
Summary of the Prospectus, page 1
4.Please update your prospectus summary to discuss recent developments such as the
consummation of the business combination (including the proceeds received from the
SPAC trust account following redemptions and amount of fees and expenses related to the
business combination), the March 31, 2023 convertible debentures and warrants financing,
and the status of the conditions under the Blue Torch Financing Agreement. In addition,
consider providing a summary of the offering.
Risk Factors
Risks Related to Ownership of Our Securities, page 4
5.Disclose the risk that the Public Warrants and other warrants may never be in the money
and may expire worthless.  Discuss the potential impact on your liquidity, financial
condition and results of operations if you never receive cash proceeds from the exercise of
your warrants.
Risks Related to Ownership of Our Securities, page 29
6.Please add risk factor disclosure that addresses the extent of your outstanding shares that
are subject to lock-up agreements.  Discuss how the number of redemptions in connection
with the Business Combination has impacted the size of your public float that is not
subject to lock-up agreements and how this may affect your trading volume and the
volatility of the share price of your common stock.
Warrants will become exercisable for our securities, which would increase the number of shares
eligible for future resale. . ., page 29
7.Disclose the percentage that the shares you are registering currently represent of the total
number of your shares outstanding.  To illustrate the full extent of dilution your
shareholders may experience, disclose the total number of shares issuable at the strike
price for the additional warrants you describe in this risk factor.

 FirstName LastNameAnil Mathews
 Comapany NameNear Intelligence, Inc.
 May 2, 2023 Page 3
 FirstName LastName
Anil Mathews
Near Intelligence, Inc.
May 2, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 49
8.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  Your discussion should
reflect the fact that the extent of the redemptions prior to the consummation of the
Business Combination reduced the gross proceeds available to the company from the
Business Combination.  If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.
9.You state on page 49 that "[a]s of the date hereof, we are in compliance with the
covenants under the Financing Agreement and we expect to remain in compliance with
our covenants."  Elsewhere, you indicate that as of April 12, 2023, you have not fully
satisfied certain financing conditions pursuant to the Financing Agreement and that if you
are unable to satisfy those conditions by April 15, 2023, you "do not expect to be able to
make such prepayment and, as a result, Blue Torch may declare an event of default under
the Financing Agreement." Please revise and update your disclosure under "Liquidity and
Capital Resources" to expand on the steps you are taking to avoid a breach of your
covenants, the impact or reasonably likely impact of a default on your financial condition
or operating performance (including the effects of any cross-default or cross-acceleration
or similar provisions), and alternate sources of funding to pay off resulting obligations or
replace funding. See Sections I.D and IV.C of SEC Release No. 33-8350. To provide
context, disclose the amount outstanding under the Financing Agreement.

 FirstName LastNameAnil Mathews
 Comapany NameNear Intelligence, Inc.
 May 2, 2023 Page 4
 FirstName LastName
Anil Mathews
Near Intelligence, Inc.
May 2, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rosebud Nau, Esq.