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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):
October 1, 2023
Near Intelligence, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39843 |
|
85-3187857 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
100 W Walnut St., Suite A-4
Pasadena, California 91124 |
|
91124 |
(Address of principal executive offices) |
|
(Zip Code) |
(628) 889-7680
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
☐ |
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 |
|
Trading Symbols |
|
Name of each
exchange on which registered |
Common Stock, par value $0.0001 per share |
|
NIR |
|
The Nasdaq Global Market |
Warrants, each exercisable for one share of Common Stock for $11.50 per share |
|
NIRWW |
|
The Nasdaq Capital Market |
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.
Item 4.02 Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
On October 1, 2023, the Board
of Directors (the “Board”) of Near Intelligence, Inc. (the “Company”) formed a committee
of the Board (the “Committee”) to oversee, among other matters, an internal investigation conducted by outside
counsel with respect to allegations of financial mismanagement and potential fraudulent actions allegedly taken by Anil Mathews, the Company’s
Chief Executive Officer, and Rahul Agarwal, the Company’s Chief Financial Officer, in contravention of the Company’s financial
controls and corporate governance best practices. No conclusions have been reached at this time in connection with the investigation,
which remains ongoing at this time.
On October 3, 2023, the Board
determined that previously issued financial statements of the Company should not be relied upon, including the Company’s financial
statements as of and for each of the years ended December 31, 2022, 2021 and 2020 as well as the Company’s quarterly financial statements
for the periods ended March 31, 2023 and June 30, 2023 (all such annual and interim periods, the “Affected Periods”).
The conclusion that the previously issued financial statements cannot be relied upon resulted from the Committee’s preliminary assessment
that certain revenue may have been overstated.
Investors and others should
not rely upon any of the Company’s previously issued or filed reports, registration statements, proxy statements, prospectuses,
press releases, earnings releases, investor presentations or other communications that include the Company’s financial statements
for the Affected Periods or other information derived from such financial statements. The Company is also withdrawing all previously issued
revenue and adjusted EBITDA guidance.
The nature and extent of the
errors contained in the Company’s previously issued financial statements remain subject to the findings of the ongoing investigation.
Authorized officers have
discussed the foregoing matters with the Company’s independent registered public accounting firm, UHY LLP.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2023, the Board
placed Anil Mathews, the Company’s Chief Executive Officer, Rahul Agarwal, the Company’s Chief Financial Officer, and Shobhit
Shukla, the Company’s President, on administrative leave from their respective positions with the Company pending an internal investigation
conducted by outside legal counsel on behalf of the Committee.
On October 1, 2023, the Board
appointed Gladys Kong, the Company’s Chief Operating Officer and Secretary, to serve as the Company’s interim Chief Executive
Officer.
Ms. Kong has served as Chief
Operating Officer and Secretary of the Company since March 2023. Ms. Kong joined the Company’s predecessor (“Legacy
Near”) in April 2021 in connection with Legacy Near’s acquisition of UberMedia, where she served as Chief Executive
Officer from September 2015 to April 2021 and Chief Technology Officer from 2012 to 2017. Ms. Kong served as Chief Executive Officer of
Near North America from April 2021 to November 2021 and was appointed Chief Operating Officer of Legacy Near in November 2021. Prior to
2012, Ms. Kong was Chief Executive Officer of GoInteractive, Inc., a company she founded. Before that, Ms. Kong held senior positions
at Idealab and its operating companies since joining in 1999. She is currently on the board of directors for Stellar Lago, a customer
cloud platform for the Sports and Live Audience industries, and also serves on the board of trustees for Yo San University, a nonprofit
organization that educates students to become exceptional practitioners of Traditional Chinese Medicine and Taoist healing arts. Ms. Kong
holds a B.S. degree in Engineering and Applied Science from California Institute of Technology and an M.S. degree in Computer Science
from UCLA.
On October 1, 2023, the Board
appointed John Faieta, the Company’s Controller, to serve as the Company’s interim Chief Financial Officer.
Mr. Faieta brings more than
20 years of experience in financial planning and operational finance and has a track record of driving growth and building high-performance
finance teams. Mr. Faieta joined Legacy Near in April 2021 as the Controller, with a focus on operations in North America. Mr. Faieta
formerly served as the Chief Financial Officer of UberMedia from 2015 until it was acquired by Legacy Near in April 2021. Prior to joining
UberMedia as Controller in 2011, Mr. Faieta served as Controller for eSolar, a developer of concentrated solar power projects around the
globe. He worked in that capacity from 2008 to 2011, where he was responsible for all accounting, internal controls, cash management,
financial reporting and analysis, insurance, and audit. Mr. Faieta holds a B.A. degree in Economics from California State Polytechnic
University, Humboldt, an MBA from Pepperdine Graziadio School of Business and Management, and is a licensed CPA.
Any compensation arrangements
with respect to Ms. Kong’s service as interim Chief Executive Officer and Mr. Faieta’s service as Chief Financial Officer
will be disclosed once approved by the compensation committee of the Board.
Item 8.01 Other Events.
As previously disclosed, the
Company is party to that certain Financing Agreement dated November 4, 2022 (as amended from time to time, the “Financing
Agreement”) with Near Intelligence LLC (a wholly owned subsidiary of the Company) as borrower (the “Borrower”),
certain of the Company’s other subsidiaries party thereto as guarantors, the lenders party thereto, and Blue Torch Finance LLC,
as administrative agent and collateral agent (“Blue Torch”). Also as previously disclosed,
on August 31, 2023, the Company entered into that certain Limited Waiver and Amendment No. 5 to Financing Agreement (“Waiver
and Amendment No. 5”) with the Borrower, the Company’s subsidiary guarantors, Blue Torch and the Required Lenders
(as defined therein). The waiver and covenant relief provided under Waiver and Amendment No. 5 expired on October 1, 2023.
The Company is actively negotiating
with Blue Torch regarding the terms of a potential forbearance to address any defaults currently existing under the Financing Agreement.
SIGNATURES
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.
Date: October 5, 2023 |
|
|
|
|
NEAR INTELLIGENCE, INC. |
|
|
|
|
By: |
/s/ John Faieta |
|
|
John Faieta |
|
|
Interim Chief Financial Officer |
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