Item 8.01.
Other Events.
On November 4, 2022, Near entered into that certain
Financing Agreement (the “Financing Agreement”; capitalized terms used but not otherwise defined herein have the same definitions
given to such terms in the Financing Agreement) as borrower with certain of its subsidiaries party thereto as guarantors, the lenders
party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent. The Financing Agreement provides for senior secured
term loans in an initial principal amount of up to $100 million. The proceeds of the term loans may be used for general corporate purposes
and to refinance certain of Near’s existing credit facilities. Near’s obligations under the Financing Agreement are or will
be guaranteed by certain of its domestic and foreign subsidiaries meeting materiality thresholds set forth in the Financing Agreement.
Such obligations, including the guarantees, are secured by substantially all of the personal property of Near and the subsidiary guarantors.
Borrowings under the Financing Agreement accrue
interest at a floating rate per annum equal to the Adjusted Term SOFR plus 9.75% (subject to a floor set at 3.891%) or the Reference Rate,
plus 8.75%, as the case may be. Borrowings under the Financing Agreement are scheduled to mature on November 4, 2026. Under certain circumstances,
a default interest rate will apply on all obligations during the existence of an event of default under the Financing Agreement at a per
annum rate equal to 2.00% above the interest rate otherwise applicable to such obligations.
Under the terms of the Financing Agreement, Near
established a controlled account (the “Specified Account”) into which $46 million of the proceeds of the total funded amount
of the term loans were deposited. Upon the satisfaction of certain conditions (including no Default or Event of Default existing and Near
maintaining the First Lien Leverage Ratios specified in the Financing Agreement), Near may request that funds credited to the Specified
Account are released from the Specified Account to be used by Near. Upon the occurrence and continuance of any Event of Default or if
the De-SPAC Mergers do not occur on or prior to March 31, 2023 (or such later date as may be agreed by the Administrative Agent in its
sole discretion), then the funds credited to the Specified Account may be released and applied to prepay the Loans.
Near is required to pay customary fees and costs
in connection with the Financing Agreement, including a commitment fee in an amount equal to 3.00% of the aggregate Term Loan Commitments
on the Effective Date, a $250,000 loan servicing fee annually and an exit fee in an amount equal to 1.95% of the aggregate Term Loan Commitments
as of the Effective Date to be paid upon termination of the Financing Agreement or the acceleration of the Loan.
The Financing Agreement requires that the Loan
Parties and their subsidiaries make mandatory prepayments, subject to certain reinvestment rights and certain exceptions, with the proceeds
of asset dispositions, events of loss, other Extraordinary Receipts and Indebtedness that is not permitted by the Financing Agreement.
In addition, subject to certain exceptions, repayments of the Financing Agreement will be subject to early termination fees in an amount
equal to (a) a make-whole amount equal to the amount of interest that would have otherwise been payable through the first anniversary
of the Effective Date of the Financing Agreement, plus 3.0% of the principal amount of term loans repaid, if repayment occurs on or prior
to the first anniversary of the Effective Date, (b) 2.0% of the principal amount of term loans prepaid, if repayment occurs after the
first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date and (c) 0.0%, thereafter.
The Financing Agreement contains customary representations,
warranties, events of default and covenants by the Loan Parties and their subsidiaries, subject to customary materiality, material adverse
effect and knowledge qualifiers. The Financing Agreement also contains (a) certain affirmative covenants that impose certain reporting
and/or performance obligations on the Loan Parties and their subsidiaries, (b) certain negative covenants that generally limit, subject
to various exceptions, the Loan Parties and their subsidiaries from taking certain actions, including, without limitation, incurring indebtedness,
making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions,
(c) financial maintenance covenants in the form of a maximum leverage ratio and minimum liquidity, (d) customary events of default for
financings of this type and (e) cash management and anti-cash hoarding obligations. Obligations under the Financing Agreement may be declared
due and payable upon the occurrence and during the continuance of customary events of default.
In connection with the Financing Agreement, Near
granted warrants to affiliates of the Lenders to purchase fully paid and non-assessable shares of common stock (the “Blue Torch
Warrants”), which are exercisable for an aggregate of 9,660 shares of Near’s common stock, currently representing 2% of Near’s
fully diluted capitalization, with a per share exercise price of $0.001. The Blue Torch Warrants may be exercised on a cashless basis.
The Blue Torch Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from
the date of issuance or the consummation of certain acquisitions of Near as set forth in the Blue Torch Warrants. The number of shares
for which the Blue Torch Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as
set forth in the Blue Torch Warrants. In addition to the cashless exercise right, holders of the Blue Torch Warrants may, at any time
on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness-based triggers, tender
the Blue Torch Warrants for such warrant’s pro rata share of $10 million.
The foregoing summaries of the Financing Agreement
and the Blue Torch Warrants do not purport to be complete and are qualified in their entirety by the full text of the Financing Agreement
(a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference) and the Form of Blue Torch Warrants (a copy
of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference), respectively.
The Financing Agreement, the Blue Torch Warrants
and the related Loan Documents contain representations and warranties by each of the parties thereto, which were made only for purposes
of that agreement and as of specified dates. The representations, warranties and covenants in the Financing Agreement, the Blue Torch
Warrants and the related Loan Documents were made solely for the benefit of the parties to such agreements; are subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosure schedules; may have been made for the purposes
of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts; and are subject
to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should
not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts
or condition of Near, the Company or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be
fully reflected in the Company’s public disclosures.
On November 9, 2022, Near issued a press release related to the Financing
Agreement, a copy of which is hereto attached as Exhibit 99.3.