Item
7.01 Regulation FD Disclosure.
As
previously disclosed, on May 18, 2022, KludeIn entered into an Agreement and Plan of Merger (as may be amended or supplemented from time
to time, the “Merger Agreement”) with Near, Paas Merger Sub 1 Inc., a Delaware corporation and wholly owned
subsidiary of KludeIn (“Merger Sub 1”), and Paas Merger Sub 2 LLC, a Delaware limited liability company and
wholly owned subsidiary of KludeIn (“Merger Sub 2” and, together with Merger Sub 1, the “Merger
Subs”). Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger
Agreement (the “Business Combination”).
On May 19, 2022, Near and KludeIn issued a corrected press release
announcing the execution of a Merger Agreement, including certain terms relating to the proposed Business Combination, certain of which
are set forth below. A copy of the corrected press release is furnished as Exhibit 99.1 hereto.
| ● | Near would have a post-transaction pro forma market capitalization of nearly $1 billion, assuming there are no redemptions by KludeIn’s
public stockholders and a successful private placement of $95 million of KludeIn common stock prior to the consummation of the transaction. |
| ● | The transaction is expected to generate approximately $268 million of gross proceeds, assuming there are no redemptions by KludeIn’s
public stockholders and a successful private placement of $95 million of KludeIn common stock prior to the transactoin. |
KludeIn has also secured a $100 million committed equity
financing facility from CF Principal Investments LLC.
| ● | Merger consideration is $675 million subject to adjustment for debt, working capital and certain transaction expenses. Near’s
existing equity holders, including Sequoia Capital, Telstra Ventures, J.P. Morgan, and Greater Pacific Capital, have agreed to convert
100 percent of their ownership stakes into equity of the post-closing company. The current Near shareholders are expected to own approximately
68 percent of the post-closing company, assuming there are no redemptions by KludeIn’s public stockholders and a successful private placement
of $95 million of common stock prior to consummation of the transaction. |
Attached as Exhibit 99.2
is a news article concerning the Business Combination.
Attached as Exhibit 99.3
is the corrected investor presentation (the “Investor Presentation”) that will be used by KludeIn and Near,
in connection with the Business Combination.
Attached as Exhibit 99.4
is the script to the Investor Presentation (the “Script”) that will be used by KludeIn and Near in conference
calls to discuss the Business Combination.
The foregoing information
(including the exhibits hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
and Where to Find It
KludeIn and Near will file
relevant materials with the SEC including the Registration Statement on Form S-4 to be filed by KludeIn (the “Registration
Statement”), which will include a prospectus with respect to KludeIn’s securities to be issued in connection with
the Business Combination, and a proxy statement of KludeIn (the “Proxy Statement”), to be used at the meeting
of KludeIn’s stockholders to approve the proposed mergers and related matters. INVESTORS AND SECURITY HOLDERS OF KLUDEIN ARE URGED
TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEAR, KLUDEIN AND THE BUSINESS COMBINATION.
When available, the Proxy Statement contained in the Registration Statement and other relevant materials for the Business Combination
will be mailed to stockholders of KludeIn as of a record date to be established for voting on the proposed business combination. Investors
and security holders will also be able to obtain copies of the Registration Statement, including the Proxy Statement contained therein,
and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge,
at the SEC’s web site at www.sec.gov.
Forward-Looking Statements
This report contains, and
certain oral statements made by representatives of KludeIn and Near and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
KludeIn’s and Near’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “anticipate,” “believe,”
“budget,” “continues,” “could,” “expect,” “estimate,” “forecast,”
“future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “possible,” “potential,” “project,” “will,” “should,”
“predicts,” “scales,” “representative of,” “valuation,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, KludeIn’s and Near’s
expectations with respect to future performance of Near, anticipated financial impacts of the Business Combination (including future revenue,
pro forma enterprise value and cash balance), the anticipated addressable market for Near, the satisfaction of the closing conditions
to the Business Combination, the future held by the respective management teams of KludeIn or Near, the pre-money valuation of Near (which
is subject to certain inputs that may change prior to the Closing of the Business Combination and is subject to adjustment after the Closing
of the Business Combination ), the level of redemptions of KludeIn’s public stockholders and the timing of the Closing of the Business
Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the control of KludeIn and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the inability of KludeIn to obtain transaction financing between the date of the Merger Agreement
and the Closing, or a default by one or more of investors on its commitment in connection with any financing, and KludeIn’s failure
to find replacement financing; (3) the inability to consummate the Business Combination in a timely manner or at all, including due to
failure to obtain approval of the stockholders of KludeIn or other conditions to the Closing in the Merger Agreement, which may adversely
affect the price of KludeIn’s securities; (4) delays in obtaining or the inability to obtain any necessary regulatory approvals
required to complete the Business Combination; (5) the risk that the Business Combination may not be completed by KludeIn’s business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by KludeIn; (6) the
ability to maintain the listing of KludeIn’s securities on a national securities exchange; (7) the inability to obtain or maintain
the listing of KludeIn’s securities on Nasdaq following the Business Combination; (8) the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of the Business Combination; (9) the ability to recognize
the anticipated benefits of the Business Combination and to achieve its commercialization and development plans, and identify and realize
additional opportunities, which may be affected by, among other things, competition, the ability of Near to grow and manage growth economically
and hire and retain key employees; (10) costs related to the Business Combination; (11) changes in applicable laws or regulations, and
Near’s ability to comply with such laws and regulations; (12) the effect of the COVID-19 pandemic on KludeIn or Near and their ability
to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Near or against KludeIn
related to the Merger Agreement or the Business Combination; (14) the enforceability of Near’s intellectual property, including
its patents and the potential infringement on the intellectual property rights of others; (15) the risk of downturns in the highly competitive
industry in which Near operates; (16) the possibility that KludeIn or Near may be adversely affected by other economic, business, and/or
competitive factors; and (17) other risks and uncertainties to be identified in the Registration Statement (when available) relating to
the Business Combination, including those under “Risk Factors” therein, and in other filings with the SEC made by KludeIn.
KludeIn and Near caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Readers are referred to the most recent reports filed with the SEC by
KludeIn. None of KludeIn or Near undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any
such statement is based, subject to applicable law.
Participants in the
Solicitation
KludeIn, KludeIn Prime LLC
and Near and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation
of proxies in connection with the proposed Business Combination. KludeIn stockholders and other interested persons may obtain, without
charge, more detailed information regarding directors and officers of KludeIn in the final prospectus of KludeIn filed with the SEC on
January 8, 2021, the Registration Statement and other relevant materials filed with the SEC in connection with the proposed Business
Combination when they become available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business
combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to
the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or a valid exemption
from registration thereunder.