Prospectus Supplement No. 2
(to Prospectus dated July 31, 2023)
Prospectus Supplement No. 2
(to Prospectus dated July 31, 2023)
Prospectus Supplement No. 2
(to Prospectus dated July 31, 2023) |
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-271229
Registration No. 333-271795
Registration No. 333-272300
|
NEAR INTELLIGENCE, INC.
8,625,000 Shares of Common Stock Underlying Warrants
49,525,198 Shares of Common Stock
Up to 31,825,271 Shares of Common Stock Underlying
Convertible Debentures
Up to 5,411,734 Shares of Common
Stock Underlying Warrants
5,200,000 Warrants to Purchase
Shares of Common Stock
This prospectus supplement updates
and supplements the prospectus of Near Intelligence, Inc. (“Near,” “we,” “us” or “our”)
dated July 31, 2023, which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-271229) (the “Public
Warrants Prospectus”), the prospectus dated July 31, 2023, which forms a part of our Registration Statement on Form S-1, as amended
(Registration No. 333-271795) (the “Omnibus Resale Prospectus”), and the prospectus dated July 31, 2023, which forms a part
of our Registration Statement on Form S-1, as amended (Registration No. 333-272300) (the “Part A-2/Part B Resale Prospectus”
and, collectively with the Public Warrants Prospectus and the Omnibus Resale Prospectus, the “Prospectuses”). This prospectus
supplement is being filed to update and supplement the information in the Prospectuses with the information contained in our Current Report
on Form 8-K, filed with the SEC on August 28, 2023 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus
supplement.
The Public Warrants Prospectus,
together with this prospectus supplement, relate to the issuance by us of 8,625,000 shares of our common stock, par value $0.0001 per
share (the “Common Stock”), issuable upon exercise of warrants.
The Omnibus Resale Prospectus,
together with this prospectus supplement, relate to the offer and sale, from
time to time, by the selling securityholders named therein or their permitted transferees of (i) 48,231,701 shares of Common Stock; (ii)
up to 2,897,733 shares of Common Stock issuable upon conversion of Part A-1 Convertible Debentures (as defined in the Omnibus Resale Prospectus);
(iii) up to 149,234 shares of Common Stock issuable upon exercise of Part A-1 Warrants (as defined in the Omnibus Resale Prospectus);
(iv) up to 5,200,000 shares of Common Stock issuable upon exercise of the Private Placement Warrants (as defined in the Omnibus Resale
Prospectus); and (v) 5,200,000 Private Placement Warrants. The Omnibus Resale Prospectus, together with this prospectus supplement,
also relate to the issuance by us of up to an aggregate of 5,200,000 shares of
Common Stock upon exercise of the Private Placement Warrants.
The Part A-2/Part B Resale
Prospectus, together with this prospectus supplement, relate to the offer and sale, from time to time, by the selling securityholders
named therein or their permitted transferees of (i) 1,293,497 shares of Common Stock; (ii) up to 28,927,538 shares of Common Stock issuable
upon conversion of the Part A-2/Part B Convertible Debentures (as defined in the Part A-2/Part B Resale Prospectus; and (iii) up to 62,500
shares of Common Stock issuable upon exercise of the Part A-2 Warrants (as defined in the Part A-2/Part B Resale Prospectus) at an exercise
price of $0.01 per share.
This prospectus supplement should
be read in conjunction with the Prospectuses. This prospectus supplement updates and supplements the information in the Prospectuses.
If there is any inconsistency between the information in the Prospectuses and this prospectus supplement, you should rely on the information
in this prospectus supplement.
Our shares of Common Stock are
listed on The Nasdaq Global Market under the symbol “NIR.” On August 25, 2023, the closing sale price of shares of our Common
Stock was $0.40. The Public Warrants are listed on The Nasdaq Capital Market
under the symbol “NIRWW.” On August 25, 2023, the closing sale price of our Public Warrants was $0.09.
We are an “emerging growth
company” under federal securities laws and are subject to reduced public company reporting requirements.
Investing in our securities
involves risk. See the sections entitled “Risk Factors” beginning on page 11 of the Public Warrants Prospectus, page 13 of
the Omnibus Resale Prospectus, and page 11 of the Part A-2/Part B Resale Prospectus, and under similar headings in any further amendments
or supplements to the Prospectuses, to read about factors you should consider before buying our securities.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if any Prospectus
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 28,
2023.
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): August
22, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Reduction in Executive Officer
Salaries
On August 22, 2023, the Board of Directors (the “Board”)
of Near Intelligence, Inc. (the “Company”) approved a 20% reduction in the annual base salary for members
of the Company’s senior leadership team, including the Company’s named executive officers. As of September 1, 2023, the annual
base salary for (i) Anil Mathews, Chief Executive Officer, will be reduced to $320,000; (ii) Rahul Agarwal, Chief Financial Officer, will
be reduced to $280,000; and (iii) Shobhit Shukla, President, will be reduced to $280,000.
Reduction in Non-Employee Director Cash Compensation
Concurrently with the approval of reduced base salaries
for the Company’s senior leadership team, the Board also approved a 20% reduction in the annual cash compensation for non-employee
directors, effective September 1, 2023. As a result, non-employee directors will be entitled to receive an annual cash retainer of $96,000
for service as a director, payable in 12 monthly installments.
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: |
August 28, 2023 |
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NEAR INTELLIGENCE, INC. |
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By: |
/s/ Rahul Agarwal |
|
|
|
Rahul Agarwal |
|
|
|
Chief Financial Officer |
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