UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 23, 2022
KludeIn I Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39843 |
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85-3187857 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1096 Keeler Avenue
Berkeley, California 94708
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (650) 246-9907
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
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INKAU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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INKA |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share, subject to adjustment |
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INKAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
KludeIn I Acquisition
Corp., a Delaware corporation (“KludeIn”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 on July 1, 2022 (as may be amended from time to time, the “Registration Statement”),
which will include a preliminary proxy statement of KludeIn and a prospectus in connection with the proposed business combination transaction
involving KludeIn and Near Intelligence Holdings, Inc., a Delaware corporation (“Near”) (the “Business
Combination”). The definitive proxy statement and other relevant documents will be mailed to stockholders of KludeIn as of a
record date to be established for voting on the Business Combination. Stockholders of KludeIn and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus
in connection with KludeIn’s solicitation of proxies for the special meeting of stockholders to be held to approve the Business
Combination because these documents will contain important information about KludeIn, Near and the Business Combination. KludeIn stockholders
and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without
charge, once available, on the SEC’s website at www.sec.gov or by directing a request to KludeIn by contacting its Chief Financial
Officer, Mini Krishnamoorthy, c/o KludeIn I Acquisition Corp., 1096 Keeler Avenue, Berkeley, California, telephone (650) 246-9907.
Item 7.01 Regulation FD.
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, and Paas Merger Sub 2 LLC, a Delaware
limited liability company and wholly owned subsidiary of KludeIn (the “Business Combination”).
The
obligations of KludeIn and Near to consummate the Business Combination are subject to the satisfaction of various conditions, including
KludeIn having cash and cash equivalents, including funds remaining in KludeIn’s trust account,
following the exercise of any redemption rights by holders of KludeIn’s Class A common stock and the proceeds of any transaction
financing, prior to the payment of KludeIn’s unpaid transaction expenses due at the closing, at least equal to Ninety-Five Million
U.S. Dollars ($95,000,000), less the aggregate amount of proceeds of any equity financing conducted by Near prior to the consummation
of the Business Combination, subject to the conditions set forth in the Merger Agreement. Following the execution of the Merger
Agreement, KludeIn has continued to actively pursue transaction financing. To date, no definitive agreement has been entered into with
respect to such financing.
A
copy of The Absolute Return Podcast’s transcript in which Anil Matthews, CEO of Near discusses the Business Combination and Near
is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Additional Information
and Where to Find It
In connection with the Merger Agreement and the
proposed Business Combination, KludeIn filed with the SEC the Registration Statement, which includes a prospectus with respect to KludeIn’s
securities to be issued in connection with the Business Combination, and a proxy statement of KludeIn, to be used at the meeting of KludeIn’s
stockholders to approve the proposed mergers and related matters (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS
OF KLUDEIN ARE URGED TO READ THE REGISTRATION STATEMENT, 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 website at www.sec.gov.
Forward-Looking Statements
This report contains, “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 and the satisfaction of the closing conditions
to 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, 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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: September 23, 2022
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KLUDEIN I ACQUISITION CORP. |
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By: |
/s/ Narayan Ramachandran |
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Narayan Ramachandran |
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Chief Executive Officer |
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