Business Combination Plans - KludeIn I Acquisition Corp. aims to complete a business combination with a software or technology-enabled growth business valued between $500 million and $1.5 billion[20]. - The Company is targeting a business combination with a high-quality software or technology-enabled growth business with an enterprise value between $500 million and $1.5 billion[69]. - The Company aims to identify target companies that demonstrate strong management teams and operational maturity, with a proven ability to scale[77]. - The Company seeks prospective target companies that can generate strong operating cash flows and have significant growth potential[77]. - The anticipated closing date for the Near Business Combination is in the first half of 2023, though no assurance can be given for this timeline[46]. - The Company must consummate an initial business combination with a target business having a fair market value equal to at least 80% of the net assets held in the trust account[109]. - The company is targeting businesses with enterprise values greater than the net proceeds from its initial public offering and private placement warrants[103]. - The company may continue to seek a different target for the initial business combination if the current one is not completed[147]. Financial Information - The company raised gross proceeds of $172.5 million from its initial public offering, selling 17,250,000 units at $10.00 per unit[23]. - A private sale of 5,200,000 warrants generated an additional $5.2 million, contributing to a total of $172.5 million placed in a trust account[24]. - As of March 14, 2023, the company has $6,470,354 available for an initial business combination, excluding deferred underwriting fees of up to $6,037,500[99]. - The total outstanding amount of the Working Capital Loan as of December 31, 2022, was $1,225,000[99]. - The Company incurred $14,303,235 in transaction costs related to its initial public offering, including $3,450,000 in underwriting fees[208]. - The Company has a working capital deficit of $4,570,315 as of December 31, 2022, excluding interest earned on the trust account[217]. - The Company reported a net income of $5,032,569 for the year ended December 31, 2022, primarily due to a change in fair value of warrant liabilities amounting to $7,205,710[200]. - For the year ended December 31, 2021, the company experienced a net loss of $406,026, with significant costs attributed to formation and operational expenses totaling $1,605,912[201]. - The company has not generated any operating revenues to date and relies on non-operating income from interest and unrealized gains on marketable securities[199]. Trust Account and Redemption - The trust account held $10.47 per share as of March 14, 2023, but this amount could be reduced due to claims from creditors[157]. - The company intends to redeem public shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares, which may be less than $10.00 per share[162]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[155]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 immediately prior to or upon consummation of the initial business combination[139]. - Stockholders holding 9,786,530 public shares redeemed their shares for a pro rata portion of the funds in the trust account, resulting in approximately $101 million being removed from the trust account[124]. - Following the redemptions, the company has 617,864 public shares outstanding[124]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the initial public offering to discourage accumulation of large blocks of shares[141]. Agreements and Conditions - The Near Merger Agreement includes a Minimum Cash Condition of at least $95 million in cash and cash equivalents at Closing[45]. - The Near Merger Agreement requires the approval of stockholders from both the Company and Near[44]. - Near and the Company have entered into Voting and Support Agreements to secure stockholder approval for the Near Merger Agreement[50]. - Certain Near stockholders have agreed to vote in favor of the Near Merger Agreement and prevent transfers of Near securities until the completion of the Reorganization[50]. - Lock-Up Agreements restrict certain Near stockholders from transferring Company securities for a period of up to one year post-Closing[52]. - Non-Competition Agreements prevent key individuals from competing with the Company for two years following the Closing[53]. - The Company must comply with all applicable laws and conduct its business in the ordinary course during the Interim Period[42]. - Near has agreed not to solicit alternative acquisition proposals during the Interim Period[40]. Management and Leadership - The chief executive officer and chief financial officer of Near will continue in their roles after the Closing, ensuring leadership continuity[39]. - The board of directors post-Closing will consist of five members, including one from Near and one from the Company, along with three independent directors[38]. - The new equity incentive plan will issue up to 6% of shares as Merger Consideration, while a management performance plan will issue up to 8% based on milestones[37]. Risks and Challenges - The company may face competition from other blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[168]. - The company may incur losses from costs related to identifying and evaluating prospective target businesses that do not result in completed transactions[113]. - The company may not have the resources to diversify its operations after the initial business combination, which could expose it to risks associated with a single line of business[114]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success[198]. - The company may face challenges in completing an initial business combination due to regulatory reviews and economic uncertainties[184]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[96]. - The company will remain an emerging growth company until certain revenue or market value thresholds are met, or until it issues more than $1.0 billion in non-convertible debt securities within a three-year period[98]. - The company is required to provide audited financial statements of the prospective target business as part of proxy solicitation materials, which may limit the pool of potential targets[173]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2022, which could adversely affect investor confidence[184]. Miscellaneous - The Company entered into a merger agreement with Near, a leader in privacy-led data intelligence, processing data from over 1.6 billion unique user IDs across 44 countries[203]. - The Company extended the deadline for its initial business combination from July 11, 2022, to January 11, 2023, and issued promissory notes totaling $2,060,070 for extension payments[204]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[189]. - The company’s public shares and warrants are traded on Nasdaq under the symbols INKA and INKAW, respectively[187].
Near Intelligence(NIR) - 2022 Q4 - Annual Report