--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-023757" form_type: "8-K" ticker: null cik: "0001826671" company_name: "Near Intelligence, Inc." filed_at: "2023-03-28T23:59:59+00:00" generated_at: "2026-06-17T13:22:44.501712+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Near Intelligence completes SPAC merger with KludeIn; begins trading on Nasdaq ## Summary - Business combination closed March 23; KludeIn renamed Near Intelligence, common stock now trades under NIR on Nasdaq. - Lock-up restrictions released for 7.5% of shares held by certain Near Holders; equals 403,725 Near shares; executive officers not released. - New customer agreements: Intermarché (16.1% of FY2022 revenue) extended to Jan 2024; MobileFuse (30% of FY2022 revenue) renewed for two years from Jan 2023. - Blue Torch financing amended; Near must raise $8.5M junior capital by Apr 15 or $50M by May 31; mandatory prepayment and liquidity covenants apply. - Cantor Fitzgerald receives up to 600,000 advisory fee shares; BTIG receives up to 301,875 deferred compensation shares; cash fees deferred. ## SEC filing metadata - accession: 0001213900-23-023757 - form_type: 8-K - cik: 0001826671 - company_name: Near Intelligence, Inc. - filed_at: 2023-03-28T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 2.03, 3.03, 5.03, 4.01, 5.01, 5.05, 5.06, 7.01, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/ea175363-8k_nearintell.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-023757 - JSON: https://secwatch.observer/filing/0001213900-23-023757.json - Plain text: https://secwatch.observer/filing/0001213900-23-023757.txt ## Key facts - Auditor Changes Near Intelligence, Inc. dismissed Marcum LLP as its auditor. - Action: dismissal - Auditor: Marcum LLP - Successor: UHY LLP source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Auditor Changes Near Intelligence, Inc. engaged UHY LLP as its auditor. - Action: engagement - Auditor: UHY LLP source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Shobhit Shukla was appointed as President at Near Intelligence, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Jay Angelo was appointed as General Counsel at Near Intelligence, Inc.. - Action: appointed - Role: General Counsel source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Mark N. Greene was appointed as Director at Near Intelligence, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Gladys Kong was appointed as Chief Operating Officer and Secretary at Near Intelligence, Inc.. - Action: appointed - Role: Chief Operating Officer and Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Kathryn T. Petralia was appointed as Director at Near Intelligence, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Mini Krishnamoorthy was appointed as Director at Near Intelligence, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Ronald Steger was appointed as Director at Near Intelligence, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Anil Mathews was appointed as Chief Executive Officer and Chairman of the Board at Near Intelligence, Inc.. - Action: appointed - Role: Chief Executive Officer and Chairman of the Board source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Executive change Rahul Agarwal was appointed as Chief Financial Officer at Near Intelligence, Inc.. - Action: appointed - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Governance Changes Near Intelligence, Inc.: Amended and restated certificate of incorporation to increase authorized shares and modify voting requirements. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Governance Changes Near Intelligence, Inc.: Amended and restated bylaws to provide advance notice for nominations, limit special meetings, restrict written consent, and grant board authority to amend bylaws. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Governance Changes Near Intelligence, Inc.: Adopted new Code of Ethics and Business Conduct (effective 2023-03-23). - Change: code of ethics - Effective: 2023-03-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Governance Changes Near Intelligence, Inc.: Company ceased being a shell company due to business combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - M&A Transactions Near Intelligence, Inc. underwent a change of control involving Near Holdings Inc. (closed 2023-03-23). - Action: change of control - Counterparty: Near Holdings Inc. - Closing: 2023-03-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Material Agreements Near Intelligence, Inc. entered into Harbert Warrant Assumption Agreements with Harbert European Specialty Lending Company II S.A.R.L valued at Assumption and conversion of Harbert Warrants (Initial and Tranche 3) into warrants exercisable for (effective 2023-03-28). - Action: entry - Counterparty: Harbert European Specialty Lending Company II S.A.R.L - Value: Assumption and conversion of Harbert Warrants (Initial and Tranche 3) into warrants exercisable for - Effective: 2023-03-28 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Material Agreements Near Intelligence, Inc. entered into Notice of Waiver under Lock-Up Agreements with KludeIn Prime LLC valued at Waiver of lock-up restrictions on 7.5% of shares held by certain Near Holders, releasing an aggregat (effective 2023-03-21). - Action: entry - Counterparty: KludeIn Prime LLC - Value: Waiver of lock-up restrictions on 7.5% of shares held by certain Near Holders, releasing an aggregat - Effective: 2023-03-21 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Material Agreements Near Intelligence, Inc. entered into Amended and Restated Registration Rights Agreement with KludeIn Prime LLC (Sponsor) and other Registration Rights Holders valued at Near agreed to file a registration statement for resale of certain securities held by or issuable to (effective 2023-03-28). - Action: entry - Counterparty: KludeIn Prime LLC (Sponsor) and other Registration Rights Holders - Value: Near agreed to file a registration statement for resale of certain securities held by or issuable to - Effective: 2023-03-28 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm - Material Agreements Near Intelligence, Inc. entered into Blue Torch Assumption Agreement with Applicable affiliates of Blue Torch Capital valued at Assumption and conversion of Blue Torch Warrants into warrants exercisable for Near Common Stock at (effective 2023-03-27). - Action: entry - Counterparty: Applicable affiliates of Blue Torch Capital - Value: Assumption and conversion of Blue Torch Warrants into warrants exercisable for Near Common Stock at - Effective: 2023-03-27 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1826671/000121390023023757/0001213900-23-023757-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.