Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by
KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan
of Merger, dated as of May 18, 2022 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 3, 2022 (the
“First Amendment to Merger Agreement”) and as further amended by the Second Amendment to Merger Agreement described
herein, and as may be further amended, restated and/or supplemented in accordance with its terms, the “Merger Agreement”),
with Paas Merger Sub 1 Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 1”), Paas
Merger Sub 2 LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub 2”),
and Near Intelligence Holdings Inc. (“Near”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions
set forth therein, immediately prior to the consummation of the transactions contemplated by the Merger Agreement (the “Closing”),
(i) Merger Sub 1 will merge with and into Near, with Near surviving the merger as a wholly-owned subsidiary of the Company (the “First
Merger”), and (ii) immediately following the First Merger, Near, as the surviving entity of the First Merger, will merge with
and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “Second Merger” and, together with the First
Merger, the “Mergers”). The Mergers and the other transactions contemplated by the Merger Agreement are collectively
referred to herein as the “Transaction”. The Transaction is subject to customary closing conditions, including the
approval of the Company’s stockholders and the listing on The Nasdaq Stock Market of the shares to be issued to Near stockholders
as merger consideration.
All capitalized terms but
not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Merger Agreement.
Second Amendment to Merger Agreement
On December 23, 2022, the
Company and Near entered into that certain Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment to Merger
Agreement”). The Second Amendment to Merger Agreement revises the Merger Agreement to reduce the Company Base Value from $675
million, plus the aggregate amount of proceeds of the Permitted Equity Financing (if any), to $575 million, plus the aggregate amount
of proceeds of the Permitted Equity Financing (if any). Additionally, the Second Amendment to Merger Agreement extends the Outside Date
from January 11, 2023 to April 11, 2023.
Other than as expressly modified
pursuant to the Second Amendment to Merger Agreement, the Merger Agreement, which was initially filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2022, and subsequently
amended by the First Amendment to Merger Agreement, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with
the SEC on November 9, 2022, remains in full force and effect. The foregoing description of the Second Amendment to Merger Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment to Merger Agreement,
a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
First Amendment to Sponsor Voting and Support
Agreement
Simultaneously with the execution
and delivery of the Merger Agreement on May 18, 2022, the Company and Near entered into a Voting and Support Agreement (the “Sponsor
Support Agreement”) with the Company’s sponsor, KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”).
Under the Sponsor Support Agreement, the Sponsor agreed to vote all of the Sponsor’s securities of the Company in favor of the Merger
Agreement and the other matters to be submitted to the Company stockholders for approval in connection with the Transaction and the Sponsor
agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transaction, in each case
in the manner and subject to the conditions set forth in the Sponsor Support Agreement, and to provide a proxy to Near to vote such securities
accordingly. The Sponsor also agreed to waive its anti-dilution rights with respect to the shares of Company Class B common stock (the
“Founder Shares”) held by the Sponsor and redemption right with respect to its securities of the Company. The Sponsor
Support Agreement prevent transfers of Company securities held by the Sponsor thereto between the date of the Sponsor Support Agreement
and the date of Closing, except for certain permitted transfers where the transferee also agrees to comply with the Sponsor Support Agreement.
On December 23, 2022, the
Company, Near and the Sponsor entered into Amendment No. 1 to the Sponsor Support Agreement (the “First Sponsor Support Agreement
Amendment”). Pursuant to the First Sponsor Support Agreement Amendment, the Sponsor agreed that the Sponsor, upon and subject
to the Closing, will forfeit two hundred thirty-seven thousand five hundred (237,500) of its Founder Shares (the “Forfeited
Shares”), and that, upon and subject to the Closing, such Forfeited Shares will be surrendered to and cancelled by the Company
for no consideration.
Other than as expressly modified
pursuant to the First Sponsor Support Agreement Amendment, the Sponsor Support Agreement, which was initially filed as Exhibit 10.2 to
the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2022, remains in full force and effect. The foregoing description
of the First Sponsor Support Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the First Sponsor Support Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and which is incorporated herein by reference.