Near Intelligence, Inc.: auditor change — Near Intelligence completes SPAC merger with KludeIn; begins trading on Nasdaq

Marcum LLP (“Marcum”), KludeIn’s independent registered public accounting firm prior to the Business Combination, was informed on the Closing Date that it was dismissed and replaced by UHY as the Company’s independent registered public accounting firm.

the Audit Committee of the Company’s Board of Directors approved the engagement of UHY LLP (“UHY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements effective immediately following the closing of the Business Combination.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date.

Amended and Restated Certificate of Incorporation On the Closing Date, KludeIn’s amended and restated certificate of incorporation was further amended and restated to, among other changes: (a) increase the total number of authorized shares of all classes of capital stock to 350,000,000 shares, par value of $0.0001 per share, consisting of (a) 300,000,000 shares of Near Common Stock and (b) 50,000,000 shares of preferred stock; (b) provide that, any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding) requires the affirmative vote of the holders of all the then-outstanding shares of capital stock of Near entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL; (c) require an affirmative vote of the Near Board or the holders of at least two-thirds (2/3) of the voting power of all then-outstanding shares of capital stock entitl

Amended and Restated Bylaws In connection with the consummation of the Business Combination, the Company’s bylaws were amended and restated as of the Closing Date (the “ Bylaws ”) to provide for advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Near’s annual meetings, certain limitations on convening special stockholder meetings, limiting the ability of stockholders to act by written consent, and the Near Board has the express authority to make, alter or appeal the Bylaws.

In connection with the Business Combination, on March 23, 2023, the Near Board approved and adopted a new Code of Ethics and Business Conduct (the “ Code of Ethics ”) applicable to all employees, officers, and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

As a result of the Business Combination, the Company ceased being a shell company.

As a result of the consummation of the Business Combination, a change of control of KludeIn has occurred, as the stockholders of KludeIn as of immediately prior to the Closing held 9.2% of the outstanding shares of Near Common Stock immediately following the consummation of the Business Combination.

On March 28, 2023, the Company and Harbert entered into (i) a Warrant Assumption Agreement with respect to the Initial Harbert Warrants (the “ Tranche 1 & 2 Assumption Agreement ”) and (ii) a Waiver and Warrant Assumption Agreement with respect to the Tranche 3 Harbert Warrants (the “ Tranche 3 Assumption Agreement ” and together with the Tranche 1 & 2 Assumption Agreement, the “ Harbert Warrant Assumption Agreements ”).

On March 21, 2023, KludeIn granted a waiver of the restrictions under the Lock-Up Agreements (the “ Notice of Waiver ”) with respect to certain additional shares of Near Holdings held by certain Near Holders (the “ Released Securities ”), such that the restrictions under the Lock-Up Agreements with such Near Holders will no longer apply to such Released Securities.

On the Closing Date, Near, KludeIn Prime LLC, a Delaware limited liability company (the “ Sponsor ”), and certain persons and entities holding securities of Near prior to the consummation of the Business Combination (collectively, together with the Sponsor, the “ Registration Rights Holders ”) entered into an Amended and Restated Registration Rights Agreement (the “ A&R Registration Rights Agreement ”).

On March 27, 2023, and the Company and the applicable affiliates of Blue Torch Capital entered into a Waiver and Warrant Assumption Agreement (the “ Blue Torch Assumption Agreement ”, and collectively with the Harbert Warrant Assumption Agreements, the “ Assumption Agreements ”).