Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Near Intelligence, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 50,255,921 | |
Amendment Flag | false | |
Entity Central Index Key | 0001826671 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39843 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3187857 | |
Entity Address, Address Line One | 100 W Walnut St | |
Entity Address, Address Line Two | Suite A-4 | |
Entity Address, City or Town | Pasadena | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | 91124 | |
City Area Code | (628) | |
Local Phone Number | 889-7680 | |
Entity Interactive Data Current | Yes | |
Common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | NIR | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of Common Stock for $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | NIRWW | |
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15,885,290 | $ 16,599,897 |
Restricted cash | 40,643,553 | 44,398,144 |
Accounts receivable, net of allowance for credit losses of $3,376,574, and $3,417,845 as of March 31, 2023 and December 31, 2022, respectively | 25,234,200 | 26,011,486 |
Prepaid expenses and other current assets | 3,375,955 | 4,963,268 |
Total current assets | 85,138,998 | 91,972,795 |
Property and equipment, net | 3,700,414 | 4,658,579 |
Operating lease right-of-use assets | 3,847,575 | 4,038,350 |
Goodwill | 62,073,433 | 61,994,758 |
Intangible assets, net | 9,085,017 | 10,689,108 |
Other assets | 2,969,331 | 2,882,015 |
Total assets | 166,814,768 | 176,235,605 |
Current liabilities: | ||
Current portion of long-term borrowings | 5,196,952 | 2,783,060 |
Accounts payable | 26,015,170 | 9,992,164 |
Accrued expenses and other current liabilities | 23,152,873 | 20,004,468 |
Current portion of operating lease liabilities | 1,004,073 | 936,685 |
Total current liabilities | 55,369,068 | 33,716,377 |
Convertible debentures | 4,027,171 | |
Long-term borrowings, less current portion | 86,050,252 | 85,563,588 |
Long-term operating lease liabilities | 3,068,581 | 3,299,259 |
Derivative liabilities | 11,705,024 | 16,765,776 |
Other liabilities | 431,701 | 731,100 |
Total liabilities | 160,651,797 | 140,076,100 |
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value $0.0001, 50,000,000 and 33,083,858 shares authorized as of March 31, 2023 and December 31, 2022, respectively; 0 and 33,083,858, shares issued and outstanding as of March 31, 2023 and December 31, 2022 respectively; redemption amount of $0 and $253,045,305 as of March 31, 2023 and December 31, 2022, respectively | 207,417,237 | |
Stockholders’ equity (deficit) | ||
Common stock, par value $0.0001; 300,000,000 and 20,746,276 shares authorized as of March 31, 2023 and December 31, 2022, respectively; 46,383,143 and 8,296,074 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 4,638 | 8 |
Additional paid-in-capital | 267,356,139 | 70,900,679 |
Accumulated deficit | (259,945,489) | (240,787,341) |
Accumulated other comprehensive loss | (1,252,317) | (1,371,078) |
Total stockholders’ equity (deficit) | 6,162,971 | (171,257,732) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 166,814,768 | $ 176,235,605 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for credit losses (in Dollars) | $ 3,376,574 | $ 3,417,845 |
Redeemable convertible preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 50,000,000 | 33,083,858 |
Redeemable convertible preferred stock,shares issued | 0 | 33,083,858 |
Redeemable convertible preferred stock, shares outstanding | 0 | 33,083,858 |
Redeemable convertible preferred stock,redemption amount | 0 | 25,304,530 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 20,746,276 |
Common stock, shares issued | 46,383,143 | 8,296,074 |
Common stock, shares outstanding | 46,383,143 | 8,296,074 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations Unaudited - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 15,507,718 | $ 14,058,602 |
Costs and expenses: | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 5,143,559 | 4,278,200 |
Product and technology | 8,303,274 | 4,900,258 |
Sales and marketing | 5,161,670 | 4,692,273 |
General and administrative | 16,514,761 | 3,005,320 |
Depreciation and amortization | 2,722,450 | 2,379,308 |
Total costs and expenses | 37,845,714 | 19,255,359 |
Operating loss | (22,337,996) | (5,196,757) |
Interest expense, net | 3,999,180 | 748,851 |
Changes in fair value of derivative liabilities | (7,304,155) | (1,700,221) |
Other expense (income), net | 4,609 | (498,906) |
Loss before income tax expense | (19,037,630) | (3,746,481) |
Income tax expense | 120,518 | 61,691 |
Net loss attributable to Near Intelligence Inc. and common stockholders | $ (19,158,148) | $ (3,808,172) |
Net loss attributable to common stockholders, basic and diluted (in Shares) | (19,158,148) | (3,808,172) |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (1.2) | $ (0.49) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in Shares) | 16,004,795 | 7,747,665 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations Unaudited (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss diluted | (19,158,148) | (3,808,172) |
Diluted net (loss) income per share (in Dollars per share) | $ (1.20) | $ (0.49) |
Diluted weighted average shares outstanding | 16,004,795 | 7,747,665 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss Unaudited - Kludein I Acquisition Corp. - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss | $ (19,158,148) | $ (3,808,172) |
Other comprehensive income (loss): | ||
Currency translation adjustments | 118,761 | (276,166) |
Total comprehensive loss attributable to Near Intelligence, Inc. | $ (19,039,387) | $ (4,084,338) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Unaudited - USD ($) | Redeemable convertible preferred stock | Common stock | Additional paid in capital | Accumulated deficit | Accumulated other comprehensive loss | Total |
Balance at Dec. 31, 2021 | $ 207,417,237 | $ 7 | $ 4,399,815 | $ (136,369,447) | $ (799,262) | $ (132,768,887) |
Balance (in Shares) at Dec. 31, 2021 | 307,298.151 | 71,963.894 | ||||
Retroactive application of Business Combination (Note 1) | $ 768 | (768) | ||||
Retroactive application of Business Combination (Note 1) (in Shares) | 32,776,559.849 | 7,675,701.106 | ||||
Balance as of December | $ 207,417,237 | $ 775 | 4,399,047 | (136,369,447) | (799,262) | (132,768,887) |
Balance as of December (in Shares) | 33,083,858 | 7,747,665 | ||||
Stock options exercised and pending allotment | 3,035 | 3,035 | ||||
Stock based compensation | 47,388 | 47,388 | ||||
Net loss | (3,808,172) | (3,808,172) | ||||
Other comprehensive income (loss) | (276,166) | (276,166) | ||||
Balance at Mar. 31, 2022 | $ 207,417,237 | $ 775 | 4,449,470 | (140,177,619) | (1,075,428) | (136,802,802) |
Balance (in Shares) at Mar. 31, 2022 | 33,083,858 | 7,747,665 | ||||
Balance at Dec. 31, 2022 | $ 207,417,237 | $ 8 | 70,900,679 | (240,787,341) | (1,371,078) | (171,257,732) |
Balance (in Shares) at Dec. 31, 2022 | 307,298.151 | 77,057.894 | ||||
Retroactive application of Business Combination (Note 1) | $ 822 | (822) | ||||
Retroactive application of Business Combination (Note 1) (in Shares) | 32,776,559.849 | 8,219,016.106 | ||||
Balance as of December | $ 207,417,237 | $ 830 | 70,899,857 | (240,787,341) | (1,371,078) | (171,257,732) |
Balance as of December (in Shares) | 33,083,858 | 8,296,074 | ||||
Conversion of redeemable convertible preferred stock into common stock | $ (207,417,237) | $ 3,308 | 207,413,929 | 207,417,237 | ||
Conversion of redeemable convertible preferred stock into common stock (in Shares) | (33,083,858) | 33,083,858 | ||||
Restricted Stock Units Issued | $ 73 | (73) | ||||
Restricted Stock Units Issued (in Shares) | 729,086 | |||||
Issuance of warrant | 483,649 | 483,649 | ||||
Stock based compensation | 5,839,117 | 5,839,117 | ||||
Net loss | (19,158,148) | (19,158,148) | ||||
Other comprehensive income (loss) | 118,761 | 118,761 | ||||
Issuance of common stock upon Business Combination (Note 1) | $ 427 | (17,280,340) | (17,279,913) | |||
Issuance of common stock upon Business Combination (Note 1) (in Shares) | 4,274,125 | |||||
Balance at Mar. 31, 2023 | $ 4,638 | $ 267,356,139 | $ (259,945,489) | $ (1,252,317) | $ 6,162,971 | |
Balance (in Shares) at Mar. 31, 2023 | 46,383,143 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows Unaudited - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (19,158,148) | $ (3,808,172) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,722,450 | 2,379,308 |
Stock based compensation | 5,839,117 | 47,388 |
Change in fair value of Derivative liabilities | (7,304,155) | (1,700,221) |
Allowance for credit losses on trade receivables and write off | 35,840 | 74,900 |
Amortization of debt discount due to warrants | 688,040 | 256,775 |
Other | (146,209) | (353,669) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 844,423 | (2,563,756) |
Prepaid expenses and other current assets | (828,478) | (632,957) |
Operating lease right-of-use assets | 226,339 | 142,616 |
Other assets | (86,727) | 149,912 |
Accounts payable | 4,963,615 | (1,759,664) |
Accrued expenses and other current liabilities | 3,472,759 | 3,725,032 |
Operating lease liabilities | (201,227) | (136,411) |
Other liabilities | (300,663) | (10,349) |
Net cash used in operating activities | (9,233,024) | (4,189,268) |
Cash flows from investing activities: | ||
Additions to property and equipment | (156,717) | (73,871) |
Proceeds from sale of marketable securities | 258,621 | |
Proceeds from sale of short-term investments | 1,066,792 | |
Cash acquired in Business Combination, net of transaction costs paid | 204,874 | |
Advance from related party (note 21) | 1,777,675 | |
Net cash provided by investing activities | 1,825,832 | 1,251,542 |
Cash flows from financing activities | ||
Proceeds from issuance of debt, net of issuance costs | 5,219,325 | |
Proceeds from exercise of stock options | 3,035 | |
Repayment of short-term borrowing from related party (note 21) | (2,073,219) | |
Repayments of debt | (234,326) | (1,606,469) |
Net cash provided by (used in) financing activities | 2,911,780 | (1,603,434) |
Effect of exchange rates on cash, cash equivalents and restricted cash | 26,214 | (131,886) |
Net decrease in cash, cash equivalents and restricted cash | (4,469,198) | (4,673,046) |
Cash, cash equivalents and restricted cash at beginning of period | 60,998,041 | 8,950,327 |
Cash, cash equivalents and restricted cash at the end of the period | 56,528,843 | 4,277,281 |
Supplemental disclosure of cash flow information: | ||
Cash and cash equivalents | 15,885,290 | 4,135,388 |
Restricted cash | 40,643,553 | 141,893 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flow | 56,528,843 | 4,277,281 |
Cash paid for income taxes | 24,289 | 246,872 |
Cash paid for interest on borrowings | 3,710,814 | 109,236 |
Business Combination transactions costs, accrued but not paid | 6,027,396 | |
Non-cash investing and financing activities | ||
Recapitalization of Near Holdings common stock | 822 | |
Assumption of Business Combination warrants liability | 2,296,333 | |
Assumption of Business Combination promissory note and working capital loan | $ 1,795,280 |
Organization and description of
Organization and description of business | 3 Months Ended |
Mar. 31, 2023 | |
Organization and description of business [Abstract] | |
Organization and description of business | Note 1 Organization and description of business Near Intelligence, Inc, together with its wholly-owned subsidiaries (the “Company”), has principal activities of data processing, hosting, advertising, data driven marketing and related activities. The Company has foreign subsidiaries located in India, Australia, France, and Singapore. The Company is a global, full stack data intelligence SaaS platform that stitches and enriches data on people and places from which its customers can derive actionable intelligence to help them make better decisions. The Company’s mission is bringing meaningful intelligence to customer behavior and helping enterprises use that intelligence to make meaningful decisions. The Company’s cloud-based platform provides accurate and extremely comprehensive information on people, places, and products while being fully privacy compliant. This intelligence enables enterprises to make decisions in real time. With the Company’s data intelligence platform businesses can understand and reach their customer base. Merger Agreement On March 23, 2023 (the “Closing Date”), the Company consummated the Business Combination (as defined below) pursuant to the terms of the Agreement and Plan of Merger dated May 18, 2022 (as amended on November 3, 2022, December 23, 2022 and January 17, 2023, the “Merger Agreement”) with Paas Merger Sub 1 Inc., a Delaware corporation and wholly owned subsidiary of KludeIn (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of KludeIn (“Merger Sub 2”), and Near Intelligence Holdings Inc., a Delaware corporation (“Near Holdings”). On the Closing Date, pursuant to the Merger Agreement, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving the merger as a wholly owned subsidiary of KludeIn (the “First Merger “) and (ii) immediately following the First Merger, Near Holdings, as the surviving entity of the First Merger, merged 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 described in the Merger Agreement collectively herein are described as the “Business Combination”. At the effective time of the First Merger (the “First Effective Time”), (i) each share of Near Holdings capital stock outstanding as of immediately prior to the First Effective Time was converted into a right to receive a number of shares of KludeIn Class A Common Stock determined on the basis of a conversion ratio (the “Conversion Ratio”) of approximately 107.66 as of the Closing Date, (ii) each outstanding Near Holdings restricted stock unit (whether vested or unvested) was assumed by KludeIn in accordance with the Conversion Ratio and converted into a restricted stock unit for KludeIn Class A Common Stock (each, an “Assumed RSU”) issued under the 2023 Equity Incentive Plan, such Assumed RSUs continuing to have and be subject to substantially the same terms and conditions as were applicable to such RSUs under the Near Holdings 2022 Employee Restricted Stock Unit Plan, and (iii) each outstanding warrant to purchase Near Holdings capital stock was assumed by KludeIn in accordance with the Conversion Ratio and converted into a corresponding warrant to purchase shares of KludeIn Class A Common Stock (each, an “Assumed Warrant”), such Assumed Warrants continuing to have and be subject to substantially the same terms and conditions as were applicable to such warrants immediately prior to the First Effective Time. At the effective time of the Second Merger (the “Second Effective Time”), (i) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time remained outstanding as a membership interest of Merger Sub 2 and (ii) all shares of common stock of Near Holdings were automatically cancelled and ceased to exist without any consideration being payable therefor. Additionally, on the Closing Date, in connection with the consummation of the Business Combination, KludeIn changed its name from KludeIn I Acquisition Corp. to Near Intelligence, Inc. Beginning on March 24, 2023, the Company’s common stock and warrants trade on the Nasdaq Capital Market under the ticker symbols “NIR” and “NIRWW,” respectively. The Company determined that Near Holdings was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations”. The determination was primarily based on the following facts: - Former Near Holdings stockholders have a controlling voting interest in the Company; - Near Holdings existing management team serves as the initial management team of the Company. - Near Holdings management continues to hold executive management roles for the post-combination company and be responsible for the day-to-day operations, and - Near Holdings operations comprise the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Near Holdings issuing stock for the net assets of KludeIn, accompanied by a recapitalization. The primary asset acquired from KludeIn was related to the cash amounts that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and meet liability classification subject to fair value adjustment measurements upon closing of the Business Combination. No goodwill or other intangible assets were recorded as a result of the Business Combination. While KludeIn was the legal acquirer in the Business Combination, because Near Holdings was deemed the accounting acquirer, the historical consolidated financial statements of Near Holdings became the historical consolidated financial statements of the combined company, upon the consummation of the Business Combination. As a result, the condensed consolidated financial statements included in this report reflect (i) the historical operating results of Near Holdings prior to the Business Combination; (ii) the combined results of KludeIn and Near Holdings following the closing of the Business Combination; (iii) the assets and liabilities of Near Holdings at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Near Holdings shareholders and Near Holdings convertible preferred shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Near Holdings redeemable convertible preferred stock and Near Holdings common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | Note 2 Summary of significant accounting policies a) Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP. Interim results are not necessarily indicative of the results for a full year. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with Near Holdings audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in the Company’s Form 8-K filed on March 23, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. The unaudited condensed consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. All significant transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the condensed consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. b) Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the condensed consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates, including those related to the incremental borrowing rate (“IBR”) applied in lease accounting, useful lives of property and equipment and intangible assets, the nature and timing of the satisfaction of performance obligations, allowance for credit losses on accounts receivables, fair value of acquired intangible assets and goodwill, fair value of derivative liabilities, stock based compensation, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Management believes that the estimates used in the preparation of the condensed consolidated financial statements are reasonable. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the condensed consolidated financial statements are reasonable. Management also continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences. c) Segment reporting The Company has a single operating and reportable segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. For information regarding the Company’s revenue by geographic area, see note 16. d) Cash and cash equivalents Cash and cash equivalents primarily represent bank balances in current accounts. The Company considers all short-term deposits with an original maturity of 90 days or less, when purchased, to be cash equivalents. e) Restricted cash Certain deposits are restricted as to withdrawal or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration date of the underlying restriction. Restricted cash represents an automatically renewed short-term deposit held with a bank against a corporate credit card for $32,651 and $32,198 as of March 31, 2023 and December 31, 2022 respectively. The Company has restricted deposits with a bank against commitment of office premises of $312,245, and $307,373 as of March 31, 2023 and December 31, 2022, respectively, which will be released upon vacating the premises leased. Also, with respect to the financing agreement with Blue Torch Finance LLC, the Company deposited $46,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants as specified. For more details refer to note 10. As of March 31, 2023 and December 31, 2022, $40,298,657 and $44,058,573 were held in the account, respectively, which also includes accrued interest thereon. f) Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, restricted cash, term deposits with banks and accounts receivables. The Company places its cash and cash equivalents, term deposits with banks and funds respectively with high credit/investment grade ratings to limit the amount of credit exposure with any one bank/fund and conducts ongoing evaluations of the creditworthiness of the banks and funds with which it does business. To reduce its credit risk on accounts receivable, the Company conducts ongoing credit evaluations of its debtors. g) Goodwill and intangible assets Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles — Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has only one reporting unit. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparable. The Company did not recognize any goodwill impairment charges during the three months ended March 31, 2023 and 2022. Intangible assets The Company amortizes intangible assets with finite lives over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized and reviews them for impairment whenever an impairment indicator exists. h) Impairment of long-lived assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company measures the recoverability of the assets by comparing the carrying amount of such asset or asset group to the future undiscounted cash flows it expects the asset or asset group to generate. If the Company considers the asset or asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset or asset group exceeds its fair value. The Company did not recognize any impairment charges on its long-lived assets during the three months ended March 31, 2023 and 2022. i) Fair value measurements and financial instruments The Company holds financial instruments that are measured at fair value which is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the determination of fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses and other assets accounts, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities. j) Revenue recognition The Company derives revenue primarily from i) core subscription services and ii) sale of operational products. Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. The Company applies the following steps for revenue recognition: (i) Identification of the contract, or contracts, with the customer The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer. (ii) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract, whereby, in respect of core subscription services, we have combined promises for access to the data intelligence platform, the output derived from such platform coupled with, in a marketing intelligence use case, access with the related obligation to provide use of the platform to execute customers’ marketing strategies as a single performance obligation. Sale of operational products is evaluated to be a distinct performance obligation, as further explained in the section “Sale of operational products”. (iii) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price includes platform subscription fees based on the contracted usage of Near platform for analytics, data enrichment, data feeds as outputs from the platform and for executing customers’ marketing campaigns as well as variable consideration associated with overage fees on exceeded media execution limits as specified in respective contracts, where relevant. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In a marketing intelligence use case, the Company would be entitled to a platform fee even if the customer does not opt for contracted usage level of media execution committed by the Company. None of the Company’s contracts contain a significant financing component. (iv) Allocation of the transaction price to the performance obligations in the contract Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). Contracts typically have one performance obligation of providing access to the core subscription service or access to relevant outputs from the Near platform. On occasion, contracts include provision of certain operational products on a short term, fixed fee basis which reflect their respective SSP. (v) Recognition of the revenue when, or as, a performance obligation is satisfied Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of core subscription services is recognized over the contractual terms during which the customer is given access to the platform or the output from the platform. With respect to revenue from operational products, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers. Core subscription revenue The Company generates revenue from subscriptions to customers that enable them to access the Company’s cloud-based platform or access the output from such platform and use the data intelligence derived therein for a variety of use cases around analytics, data enrichment, marketing and operational decision-making including to access and advertise target consumer base for digital marketing and advertising. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform or its specific modules/outputs over the contractual period. The underlying database of the Near platform is continuously updated based on ongoing data gathering exercise coupled with the Company’s patented algorithms running on such gathered data resulting in intelligent output available through the platform and therefore, its customers benefit from an up-to-date database on people and places relevant for the promotion of their business interests. A time-elapsed method is used to measure progress because the Company’s obligation is to provide the customers a continuous service of access to the Company’s cloud-based platform or outputs and modules from such platform in order to execute their marketing and operational strategies over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription service is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned. Most of the customer agreements have a minimum term of one (1) year with various payment terms ranging from monthly to quarterly in arrears and in few cases, payments in advance. Also, many contracts have auto-renewal provision unless the customer decides to terminate such contract by providing an advance written notice prior to the end of the then current term. Many contracts with customers, including those entered into with the standard terms and conditions, may be terminated by Near at any time but only may be terminated by the customer either in case of a breach, or in certain cases, after a specified notice period. Typically, Near does not charge any penalties for early termination by the customer and the contracts do not entitle Near’s customers to a refund or partial refund upon cancellation of the relevant contracts. The auto renewal provisions are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the auto renewal provision is highly variable. Sale of Operational products The Company derives revenue from providing customized reports and other insights to customers on short term fixed fee basis. The Company recognizes such revenues from the sales of these operational products upon delivery to the customers (i.e., at a point in time basis). Refer to note 16 for details. Practical expedients The Company has utilized the practical expedient available under ASC 606, Revenue from Contracts with Customers and does not disclose the following: i) Value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has no significant financing components in its contracts with customers. ii) Amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue. k) Stock-based compensation Stock-based compensation awards granted by the Company are considered as equity-classified stock option awards (“equity options”) and accounted for under ASC Topic 718 — Compensation — Stock Compensation. Stock-based compensation awards issued to non-employees in exchange for consulting and advisory services are accounted for in accordance with the provisions of ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting.” The Company recognizes and measures compensation expense for all stock-based awards based on the grant date fair value. Grant date fair value is determined under the option-pricing model (Black-Scholes Merton model). The fair value of restricted stock units (“RSU”) is estimated based on the fair value of the Company’s common stock on the date of grant. The fair value determined at the grant date is expensed over the vesting period of the stock-based awards using the straight-line attribution method, however, the amount of compensation cost recognized at any date must at least equal the portion of the grant date fair value of the award that is vested at that date. Forfeitures are accounted for as they occur. Stock-based compensation expense is allocated to cost of revenue, product and technology, sales and marketing and general and administrative on the condensed consolidated statements of operations based on where the associated employee’s functional department is located. l) Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. Based on the above, the redeemable convertible preferred stock, stock options, restricted stock units and warrants are not considered as participating securities. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, unvested restricted stock units and warrants have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented. m) Changes in accounting policies and recently issued accounting pronouncements The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult. The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 11, 2026, (b) in which the Company has total annual gross revenue of at least $1.235 billion or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 and (2) the date on which the Company issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04 — Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The guidance becomes effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the roll forward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier finance programs and does not believe the impact of updating this accounting standard update will be material to the unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
Acquisitions [Abstract] | |
Recapitalization | Note 3 Recapitalization As discussed in Note 1, “Organization and Description of Business”, on the Closing Date, Near Holdings completed the acquisition of KludeIn, which was accounted for as a reverse recapitalization. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $2,235,551 from the Business Combination, offset by total transaction costs of $2,030,677. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in redeemable convertible preferred stock and stockholders’ equity (deficit) for the period ended March 31, 2023: Cash-trust and cash, net of redemptions 2,235,551 Less: transaction costs and advisory fees, paid (2,030,677 ) Net proceeds from the Business Combination 204,874 Less: transaction costs and advisory fees, accrued (12,947,639 ) Less: public and private placement warrants (2,296,333 ) Less: promissory note and working capital loan (1,795,280 ) Less: others, net (445,535 ) Reverse recapitalization, net (17,279,913 ) The number of shares of common stock issued immediately following the consummation of the Business Combination were: KludeIn Class A common stock, outstanding prior to the Business Combination 10,404,394 Less: Redemption of KludeIn Class A common stock (10,205,269 ) Class A common stock of KludeIn 199,125 KludeIn Class B common stock, outstanding prior to the Business Combination 4,075,000 Business Combination shares 4,274,125 Near Holding Shares 42,109,018 Common stock immediately after the Business Combination 46,383,143 The number of Near Intelligence, Inc. shares was determined as follows: Near Near Common stock 77,057.894 8,296,074 Convertible preferred stock 307,298.151 33,083,858 Settlement on vesting of restricted share units (see Note 12) 6,773.000 729,086 Total 391,129.045 42,109,018 Public and private placement warrants KludeIn’s 8,625,000 public warrants issued in its initial public offering (the “Public Warrants”) and 5,200,000 warrants issued in connection with private placement at the time of KludeIn’s initial public offering (the “Private Placement Warrants) remained outstanding and became warrants for the Company. (see Note 13 for more details). Redemption Prior to the closing of the Business Combination, certain KludeIn public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 10,205,269 shares of KludeIn Class A common stock for an aggregate payment of $105,264,009. |
Accounts receivable, net
Accounts receivable, net | 3 Months Ended |
Mar. 31, 2023 | |
Accounts receivable, net [Abstract] | |
Accounts receivable, net | Note 4 Accounts receivable, net Accounts receivable, net consists of the following: March 31, December 31, 2023 2022 Accounts receivable 28,610,774 29,429,331 Allowance for credit losses (3,376,574 ) (3,417,845 ) Accounts receivable, net 25,234,200 26,011,486 As of March 31, 2023 and December 31, 2022, allowance for credit losses represented approximately 12% and 12% of gross accounts receivable. The following table provides details of the Company’s allowance for credit losses: March 31, December 31, 2023 2022 Opening balance 3,417,845 2,073,836 Additions charged 35,840 1,344,009 Bad debts written off (77,111 ) — Closing balance 3,376,574 3,417,845 Accounts receivable includes amounts billed to customers as well as unbilled amounts recognized in accordance with the Company’s revenue recognition policies. Unbilled amounts included in accounts receivable, net, which generally arise from the performance of services to customers in advance of billings, were $697,595 and $1,817,073 as of March 31, 2023 and December 31, 2022 respectively. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid expenses and other current assets | Note 5 Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: March 31, December 31, 2023 2022 Advanced income and non-income taxes 493,267 648,729 Deposits 300,932 349,041 Prepaid expenses 1,997,312 913,101 Contract assets 177,603 283,772 Advance to related party (note 21) — 1,797,313 Promissory note (1) — 686,690 Other receivables 406,841 284,622 3,375,955 4,963,268 (1) KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690. The promissory note was non-interest bearing and was eliminated in consolidation upon the Business Combination. |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property and equipment, net [Abstract] | |
Property and equipment, net | Note 6 Property and equipment, net The components of property and equipment, net was as follows: March 31, December 31, 2023 2022 Computers 394,378 387,267 Office equipment 94,564 90,111 Furniture and fixtures 325,354 194,715 Leasehold improvements 2,685 2,668 Servers 12,671,736 12,671,736 Total 13,488,717 13,346,497 Less: Accumulated depreciation and amortization (9,840,459 ) (8,722,333 ) 3,648,258 4,624,164 Capital work in progress 52,156 34,415 Total 3,700,414 4,658,579 Depreciation and amortization expense relating to property and equipment for the three months ended March 31, 2023 and March 31, 2022 was $1,118,137 and $1,094,965 respectively. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2023 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | Note 7 Intangible assets, net The amounts allocated to intangible assets from acquisitions includes customer relationships and software. The following table shows the amortization activity of intangible assets: As of March 31, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Customer relationships 12,587,657 (7,026,378 ) 5,561,279 12,585,004 (5,978,395 ) 6,606,609 Software platform 5,622,053 (3,748,035 ) 1,874,018 5,622,053 (3,279,532 ) 2,342,521 Non compete agreement 1,830,236 (180,516 ) 1,649,720 1,830,236 (90,258 ) 1,739,978 20,039,946 (10,954,929 ) 9,085,017 20,037,293 (9,348,185 ) 10,689,108 Amortization expense of intangible assets for the three months ended March 31, 2023 and 2022 was $1,604,313 and $1,284,343, respectively. As of March 31, 2023, the estimated amortization schedule for the Company’s intangible assets for future periods is set out below: 2023 (April to December) 4,798,619 2024 2,570,106 2025 1,073,202 2026 366,047 2027 277,043 Total future amortization expense 9,085,017 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
Goodwill | Note 8 Goodwill A summary of the changes in carrying value of goodwill is as follows: March 31, December 31, 2023 2022 Opening balance 61,994,758 62,387,725 Effect of exchange rate changes 78,675 (392,967 ) Closing balance 62,073,433 61,994,758 |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Debenture [Abstract] | |
Convertible Debentures | Note 9 Convertible debentures On March 31, 2023, the Company issued Part A-1 Convertible Debentures to multiple investors for an aggregate principal amount of $5,969,325. The Part A-1 Convertible Debentures carry an interest rate of 0.01% per annum and have a maturity date of February 2, 2027. On the maturity date, the Company shall pay principal and accrued interest. At any time, investors are entitled to convert any portion of the outstanding amount into common stock of the Company at a conversion price, including principal and accrued interest that would be the lower of (i) the fixed conversion price of $10.01 per share, or (ii) 75% of the average of the daily volume-weighted average price during the twenty consecutive trading days immediately preceding the conversion date or other date of determination. This conversion price is subject to floor price of $ 2.06 per share. Also, the conversion price is subject to adjustments upon dividend, subdivision, combination or reclassification of common stock. In connection with the Part A-1 Convertible Debentures, the Company issued warrants, which entitle the holders thereof to purchase up to an aggregate of 149,234 shares of common stock of the Company within an exercise period of 4 years from the issuance date at the exercise price of $0.01. The warrants met the requirements for equity classification under ASC 480 and ASC 815 and were recorded at the issuance date using a relative fair value allocation method. Fair value of $483,649 allocated to the warrants is reflected as additional paid-in capital. The warrants are equity classified because they are indexed to common stock of the Company and require physical settlement or net share settlement. The fair value of the warrant is classified within Level 3 of the fair value hierarchy and was determined using the Black -Scholes option pricing model with an expected dividend yield of 0.00%, an expected volatility of 39.5%, a risk -free interest rate of 3.7% and a remaining life of 4 years. The Company analyzed the conversion feature of the convertible debentures for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined the conversion features should be bifurcated and separately accounted for as a derivative. Accordingly, the conversions features are carried at fair value at each reporting date with the corresponding earnings (loss) reflected in the condensed consolidated statements of operations as a change in fair value of derivative liabilities. The Company valued the embedded derivative using the Monte Carlo simulation and a derivative liability of $708,505 was recognized by the Company as a debt discount to the fair value allocated to convertible debentures under the relative fair value method. As of March 31, 2023, the convertible debentures have an aggregate outstanding balance of $4,027,171. Assumptions used in calculating estimated fair value of the conversion features as of March 31, 2023 is as follows: March 31, Volatility 39.5 % Risk-free rate 3.72 % Contractual term (years) 3.85 Refer to note 19 for details on fair valuation methodology and summary of the changes in fair value. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Borrowings [Abstract] | |
Borrowings | Note 10 Borrowings The Company’s borrowings consist of the following: March 31, December 31, 2023 2022 Blue Torch finance, net of debt amortization expenses 87,295,194 86,758,378 BPI France 689,598 839,473 BNP Paribas 705,697 748,797 Working capital loan 1,183,335 — Promissory note 1,373,380 — 91,247,204 88,346,648 BPI France Through an acquisition in 2020, the Company acquired various unsecured loan arrangements with an unrelated party, BPI France bearing interest ranging from 1.46% to 5.78% and are repayable in a period ranging between 7 to 8 years. BNP Paribas Through an acquisition in 2020, the Company acquired debt under an unsecured loan arrangement with an unrelated party, BNP Paribas, which bears interest at 0.75% for reinforcement of the financial structure for which repayment started from July 2022. Blue Torch loan On November 4, 2022, the Company entered a facility agreement with Blue Torch Finance LLC (as administrative agent and collateral agent) to secure a commitment of $100,000,000 from lenders (the “Financing Agreement”). 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% as of the effective date). Interest is payable quarterly and the borrowing under the Financing Agreement is scheduled to mature on November 4, 2026. Under the terms of the Financing Agreement, the Company established a controlled account into which $46,000,000 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 the Company maintaining the first lien leverage ratios specified in the financing agreement), the Company may request these funds to be released. Upon the occurrence and continuance of any event of default or if the De-SPAC Merger does 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 may be released and applied to prepay the loans. As of March 31, 2023, the Company has withdrawn $6,000,000 out the controlled account. The Blue Torch credit facility is subject to certain financial covenants of leverage ratio and liquidity as specified in the Financing Agreement. On November 4, 2022, the Company utilized $34,993,903 out of total $100,000,000 facility towards repayment of the then existing Deutsche Bank loan and Harbert loan facilities and $15,191,125 was disbursed to one of the Company’s bank accounts for general corporate purposes, net of transaction costs. In connection with the Financing Agreement, the Company also granted warrants to the lenders which are exercisable for an aggregate amount of 1,039,996 (post application of conversion ratio upon Business Combination) shares of the Company’s common stock at $0.001 per share. The warrants are exercisable at any time until 10 years after which the warrants would get expired. The strike price would also be adjusted for down round financing and other standard anti-dilution adjustments. Refer to note 13 for details for accounting of warrants issued in connection with the Financing Agreement. On March 23, 2023, the Company and Blue Torch Finance LLC entered an amendment to the Financing Agreement (“Consent and Amendment No. 2”) pursuant to which the Company is subject to additional financing and liquidity covenants. Pursuant to the Consent and Amendment No. 2, the Company agreed that (a) on or prior to March 31, 2023, (i) the Business Combination would be consummated in accordance with the terms of the Merger Agreement, in all material respects, and at a pre-money enterprise value of at least $575 million, (ii) the Company would raise additional capital from the issuance of subordinated indebtedness or equity securities (“Junior Capital”) in an amount that, together with net cash proceeds from the KludeIn trust account, equaled or exceeded $8.0 million, and (iii) the Company would secure commitments constituting Junior Capital of at least $8.5 million in the aggregate (the “Committed Junior Investments”), and (b) on or prior to April 15, 2023, the Committed Junior Investments must have been funded with net cash proceeds of at least $8.5 million ((a) and (b) together, the “Junior Capital Financing Conditions”). In addition to the foregoing Junior Capital Financing Conditions, on or before May 31, 2023, the Company was required to receive net cash proceeds of at least $50.0 million from the issuance of Junior Capital (the “Subsequent Financing Condition”). The failure to meet either the Junior Capital Financing Conditions or the Subsequent Financing Condition before the applicable date would result in a mandatory prepayment event of the Company’s outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Junior Capital Financing Conditions or the Subsequent Financing Condition would not result in an event of default if the mandatory prepayment is made within three business days following the date on which such condition subsequent was not satisfied. In connection with Consent and Amendment No. 2, the Company was deemed to have paid a one-time closing fee of $2,000,000, which was added to the outstanding principal amount of the loans under the Financing Agreement. As described in Note 22, the Financing Agreement was further amended effective as of May 18, 2023. Prior to Waiver and Amendment No. 3, if (i) as of May 20, 2023 (or such later date as Blue Torch may agree in its sole discretion), the Company failed to obtain net cash proceeds of at least $20,000,000 million from subordinated indebtedness and the issuance of additional equity securities after March 23, 2023 and the liquidity condition was not satisfied on a pro forma basis, or (ii) a Specified Event of Default (as defined in the Financing Agreement) or certain other Event of Default (as defined in the Financing Agreement) under the Financing Agreement occurred, the Company would be obligated to pay a deferred consent fee of $5,000,000, which would be added to the outstanding principal amount of the loans under the Financing Agreement. Consent and Amendment No. 2 met the criteria for a modification of existing debt and accordingly, the one-time closing fee along with existing unamortized debt issuance cost is amortized using the effective interest method. As described in Note 9, on March 31, 2023, the Company issued the Part A-1 Convertible Debentures in an aggregate principal amount of $5,969,325, the net proceeds of which $5,219,325 received as of March 31, 2023, together with the proceeds from the KludeIn trust account, were at least $8.0 million. The Part A-1 Convertible Debentures also include a cross-default provision such that, if the event of default under the Financing Agreement results in the indebtedness thereunder becoming or being declared due and payable and such default is not remedied or waived, the Part A-1 Investors may, upon notice to the Company, elect to declare the full unpaid principal amount of the Part A-1 Convertible Debentures, together with any interest and other amounts owed in respect thereof, immediately due and payable in cash. See Note 22 for a description of subsequent events related to the Financing Agreement. Working Capital Loan In connection with the Business Combination, the Company assumed a working capital loan which was obtained by KludeIn to finance transaction costs in connection with a Business Combination which is currently due on December 31, 2023. The working capital loan is non-interest bearing and may be converted into warrants of the Company’s common stock at a price of $1.00 per warrant at the lender’s discretion. The terms of the warrants are identical to the private placement warrants described in note 13. As of the Closing Date, KludeIn had drawn $1,225,000 on the working capital loan. The working capital loan is accounted at fair value of $421,900 as of Closing Date. As of March 31, 2023, the fair value of the working capital noted amounted to $1,183,335. The assumptions used in calculating estimated fair value of working capital loan as of March 31, 2023 is as follows: March 31, 2023 Discount rate 14.85 % Contractual term (years) 0.25 Note Principal 1,225,000 Refer to note 19 for details on fair valuation methodology and summary of changes in fair value. Promissory Note In connection with the Business Combination, the Company assumed a promissory note which was obtained to finance KludeIn transaction costs in connection with a Business Combination. The Promissory note is not convertible and bears no interest and is due on December 31, 2023. As of March 31, 2023, the outstanding balance is $1,373,380. As of March 31, 2023, the aggregate maturities of long-term borrowings (excluding convertible debentures described in note 9) are as follows: Annual 2023 (April to December) 5,060,524 2024 537,633 2025 387,004 2026 102,060,364 Total: aggregate maturities of long-term borrowings 108,045,525 Less: carrying value of unamortized borrowings financing costs (16,798,321 ) Net maturities of long-term borrowings 91,247,204 Less: current portion of long-term borrowings (5,196,952 ) Long-term borrowings 86,050,252 |
Accounts Payable
Accounts Payable | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable [Abstract] | |
Accounts Payable | Note 11 Accounts Payable March 31, December 31, 2023 2022 Accounts payable 26,015,170 9,992,164 26,015,170 9,992,164 In connection with the Business Combination, the Company assumed certain accounts payables amounting to $11,018,750 of KludeIn. Which primarily included the following: 1) Cantor Fitzgerald Omnibus Fee: On March 22, 2023, KludeIn entered into an omnibus fee agreement with Cantor Fitzgerald & Co. and CF Principal Investments LLC (“CFPI”), in which the parties agreed that Cantor Fitzgerald & Co. would receive, in lieu of the cash advisory fee otherwise payable to it, a number of shares of the Company’s common Stock equal to the greater of (i) 600,000 shares of Near Common Stock and (ii) the quotient obtained by dividing (x) $6,000,000 by (y) the VWAP of the Near Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Advisory Fee Shares, provided that clause (y) may in no event be less than $2.06. Upon the Business Combination, the Company assumed $6,000,000 as an omnibus fee payable to Cantor Fitzgerald & Co. In addition, upon the Business Combination with respect to omnibus fee agreement, the Company must pay CF Principal Investments LLC (“CFPI”), in lieu of the commitment fee otherwise payable to CFPI in Commitment Shares (as defined in the Common Stock Purchase Agreement) pursuant to the Common Stock Purchase Agreement, a non-refundable cash fee equal to $2,000,000, payable on or prior to May 31, 2023. 2) Underwriting fees: On March 22, 2023, KludeIn and BTIG, LLC, as representative of the several underwriters entered into a letter agreement amending certain terms of an underwriting agreement, dated as of January 6, 2021. Pursuant to the letter agreement, the parties agreed that BTIG, LLC would receive, in lieu of the cash Deferred Underwriting Commission payable to it pursuant to the Underwriting Agreement, a number of shares (the “Deferred Compensation Shares”) of Common Stock equal to the greater of (i) 301,875 shares of Common Stock and (ii) the quotient obtained by dividing (x) $3,018,750 by (y) the VWAP of the Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Deferred Compensation Shares, provided that clause (y) may in no event be less than $2.06. Upon the Business Combination, the Company assumed $3,018,750 as underwriting fees payable to BTIG, LLC. |
Stock based compensation
Stock based compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock Based Compensation [Abstract] | |
Stock based compensation | Note 12 Stock based compensation Employee Stock Option Plan 2014 (“ESOP 2014”) Near Holdings previously maintained the ESOP 2014, under which the stock based awards such as options may be granted to employees, directors and advisors on such terms as may be approved by the Board of directors. The Company has granted stock options to its eligible employees, directors and advisors, which are convertible into equivalent number of common stock once exercised. Upon vesting, the respective person acquired common stock as per their respective grant letter. Options granted under this plan are exercisable up to 10 years after the options are vested. Options issued to employees under this plan vest typically over a four year period and were contingent upon continued employment on each vesting date. In general, options granted vest 25% after the first year of service and ratably each quarter over the remaining 12 quarter period. No share options were exercised and no stock options were granted during the three months ended March 31, 2022. The total share-based compensation cost recognized for the three months ended March 31, 2022 was $47,388. Effective as of April 1, 2022, each option award granted under the ESOP 2014 (whether any portion was a vested or unvested) was cancelled for no consideration without a concurrent replacement award (restricted stock units) as the terms of the restricted stock units awards including number of awards and related vesting conditions were not finalized. Therefore, the cancellation transaction was accounted for as a repurchase for no consideration and previously unrecognized compensation cost for unvested options was recognized at the cancellation date of April 1, 2022. 2023 Equity Incentive Plan Prior to the Business Combination, Near Holdings maintained the 2022 Employee Restricted Stock Unit Plan to issue such number of restricted stock units (“RSUs”) at such price and on such terms and conditions as may be fixed or determined by the management. On March 20, 2023, the stockholders of KludeIn considered and approved the Near Intelligence, Inc. 2023 Equity Incentive Plan which became effective on the Closing Date. On March 21, 2023, the Near Holdings Board of Directors cancelled an aggregate of 37,850 RSUs originally granted under the 2022 Employee Restricted Stock Unit Plan. The foregoing amounts represent the number of RSUs prior to the application of the Conversion Ratio. The RSUs were cancelled for no consideration. On the Closing Date, each outstanding Near Holdings RSUs (whether vested or unvested) were converted into a restricted stock unit for the Company’s common stock issued under the 2023 Equity Incentive Plan, such assumed RSUs continued to have and be subject to substantially the same terms and conditions as were applicable to such RSUs under the Near Holdings 2022 Employee Restricted Stock Unit Plan. The aggregate number of shares that may be issued under the 2023 Equity Incentive Plan shall not exceed 5,895,263 shares (the “Available Shares”). On the first day of each calendar year beginning January 1, 2023 and ending January 1, 2032, the Available Shares shall be increased by a number of shares equal to the lesser of (a) 5% of the aggregate number of shares outstanding on December 31 of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Committee. The summary of RSUs activity for the three months ended March 31, 2023 is set out below: For the three months ended Number of Weighted Unvested Units as of December 31, 2022 5,968 1,351.15 Retroactive application of Conversion Ratio 636,309 (1,338.22 ) Unvested units as of December 31, 2022 642,277 12.93 Granted* 2,333,745 10.57 Vested pending settlement (74,284 ) 12.98 Vested settled (152,940 ) 12.97 Cancelled (42,473 ) 12.74 Unvested units as of March 31, 2023 2,706,325 10.80 * Out of the total RSU’s granted, 2,133,949 RSU’s were granted on January 1, 2023 (1,380,326 was granted to a director) and the fair value of the RSUs is estimated based on the fair value of the Near Intelligence, Inc. common stock which reflects a pre-money enterprise value as at the grant date and 199,796 RSU’s were granted to directors on March 23, 2023 and the fair value of each RSUs is the market price of one common share of the Company on the date of grant. As of March 31, 2023, total RSU’s vested were 5,040,232 (post application of the Conversion Ratio), of which 4,074,944 RSUs were cancelled for no consideration, 729,086 RSUs were gross settled and 236,202 RSUs are pending settlement and shares in respect of which will be issued in 2023 after withholding shares to the extent of minimum statutory withholding taxes. Total compensation cost for RSUs amounted to $5,839,117 for the three months ended March 31, 2023. As of March 31, 2023, the total remaining unrecognized stock-based compensation cost for unvested RSUs amounted to approximately $22.9 million, which will be recognized over the weighted average remaining requisite vesting period of 1.1 years. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Warrant liabilities [Abstract] | |
Derivative Liabilities | Note 13 Derivative Liabilities Common stock warrants issued with borrowings As a result of the Business Combination (see Note 1), the Company has retroactively adjusted Near Holdings warrants outstanding and corresponding strike price to give effect to the Conversion Ratio used to determine the number of warrants into which they were converted. In connection with the Harbert loan, the Company granted the lender, warrants equal to EUR 1,200,000 divided by the strike price of $4.64 per share (Tranche 1) and with respect to the additional facility dated February 25, 2021 additional warrants were granted equal to EUR 1,050,000 divided by the strike price of $6.78 per share (Tranche 2). Further, on April 29, 2022 additional warrants were granted equal to $730,000 divided by the strike price of $9.75 per share (Modified Warrants). Tranche 1 and Tranche 2 warrant holders are guaranteed a minimum payout of EUR 2,500,000 (or $4.30 and $6.28 per warrant) in a scenario when equity share value falls below $8.94 and $13.06 and are guaranteed a minimum payout of EUR 1,500,000 (or $5.8 per warrant) in a scenario when equity share value falls below $10.45. Modified Warrants have a minimum exit value of EUR 300,000. Further, in connection with the Financing Agreement with Blue Torch Finance LLC, the Company granted warrants to lenders which are exercisable for an aggregate of 1,039,996 shares of the Company’s common stock at $0.001 per share. The warrants have been treated as a liability whereby the value of the warrant is estimated at the date of grant and recorded as a liability and as a discount on the loan facility. The warrant liability is revalued to fair value at each reporting date with the corresponding earnings (loss) reflected in the condensed consolidated statements of operations as a change in fair value of derivative liabilities. The fair value of the warrant liability is presented under the caption ‘derivative liabilities’ on the face of the condensed consolidated balance sheet. The discount is amortized ratably through the original maturity date and each of the extended maturity dates. The estimated fair value of the Company’s warrant liabilities, all of which are related to the detachable warrants issued in connection with the loan facilities, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. A comparison of the assumptions used in calculating estimated fair value of such warrant liabilities as of March 31, 2023 and December 31, 2022 is as follows: March 31, December 31, 2023 2022 Volatility 39.5% 85.0% – 91.8% Risk-free rate 3.75% – 4.20% 3.8% – 3.9% Contractual term (years) 1.76 – 3.60 6.1 – 9.9 Exercise price 8.94 – 14.12 4.64 – 14.04 Number of warrants in aggregate 1,610,731 1,610,731 Refer to note 19 for details on fair valuation methodology and summary of the changes in fair value. Public warrants and private placement warrants KludeIn’s 8,625,000 public warrants and 5,200,000 warrants issued in connection with private placement at the time of KludeIn’s initial public offering remained outstanding and became warrants for the Company upon the close of the Business Combination. As of March 31, 2023, there were 8,625,000 public warrants outstanding. No fractional shares will be issued upon exercise of the public warrants. The public warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the KludeIn initial public offering. The public warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the private placement warrants): - in whole and not in part; - at a price of $0.01 per warrant; - upon not less than 30 days’ prior written notice of redemption to each warrant holder; and - if, and only if, the reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. As of March 31, 2023, there were 5,200,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants, except that the private placement warrants and the shares of common stock issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. Public warrants and private placement warrants are treated as a liability and are revalued to fair value at each reporting date with the corresponding earnings (loss) reflected in the condensed consolidated statements of operations as a ‘changes in fair value of derivative liabilities’. The fair value of warrant liability is presented under the caption ‘Derivative liabilities’’ on the condensed consolidated balance sheet. Assumptions used in calculating the estimated fair value of public warrants and private placement warrants as of March 31, 2023 is as follows: March 31, 2023 Volatility 39.5 % Risk-free rate 3.54 % Dividend yield 0 % Stock price $ 2.52 Remaining term (years) 4.98 Exercise price $ 11.50 Number of warrants in aggregate 13,825,000 Refer to note 19 for details on fair valuation methodology and summary of the changes in fair value. |
Redeemable convertible preferre
Redeemable convertible preferred stock | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable convertible preferred stock [Abstract] | |
Redeemable convertible preferred stock | Note 14 Redeemable convertible preferred stock As discussed in note 1, the Company has retroactively adjusted the shares issued and outstanding prior to the Business Combination to give effect to the Conversion Ratio to determine the number of shares into which they were converted. As of December 31, 2022 and the Business Combination date, Near Holdings redeemable convertible preferred stock consisted of the following: Authorized Shares Issuance Per share Aggregate Carrying Series A 95,418.000 95,418.000 62.8 62.8 11,987,196 9,814,725 Series B 49,635.000 49,635.000 377.8 377.8 37,500,000 32,074,289 Series C 4,910.000 4,909.756 1,018.4 1,018.4 10,000,000 8,412,280 Series D 91,195.000 91,194.915 666.7 666.7 121,000,000 87,189,092 Series U 66,141.000 66,140.480 1,048.4 1,048.4 72,558,109 69,926,851 307,299.000 307,298.151 253,045,305 207,417,237 Upon the closing of the Business Combination, 307,298.151 shares of redeemable convertible preferred stock issued and outstanding were converted into 33,083,858 shares of common stock of the Company at the Conversion Ratio. As of March 31, 2023, no shares of redeemable convertible preferred stock were outstanding. |
Common stock
Common stock | 3 Months Ended |
Mar. 31, 2023 | |
Common stock [Abstract] | |
Common stock | Note 15 Common stock As of March 31, 2023, the Company was authorized to issue 300,000,000 shares of common stock, $0.0001 par value. As a result of the Business Combination, all of KludeIn’s Class A common stock and Class B common stock automatically converted into 4,274,125 shares of the Company’s common stock on a one-for-one basis and 83,830.894 shares of Near Holdings common stock issued and outstanding were converted into 9,025,160 shares of common stock at the Conversion Ratio. The holders of common stock are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In the event of liquidation, the holders of common stock are eligible to receive the remaining assets of the Company after distribution to holders of preferred stock based on their liquidation preference. The common stockholders have no preemptive, subscription, redemption or conversion rights. As of March 31, 2023 and December 31, 2022, 46,383,143 and 8,296,074 shares of common stock were issued and outstanding, respectively. The following table summarizes the Company’s common stock reserved for future issuance on an as-converted basis: March 31, December 31, Conversion of outstanding redeemable convertible preferred stock - 33,083,858 Restricted stock units (vested pending settlement and unvested) 2,942,527 5,455,290 Warrants 15,584,965 1,610,731 Convertible debentures 2,533,653 - Remaining shares available for future issuance under the RSU plan 2,952,736 3,553,731 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Revenue | Note 16 Revenue The Company primarily derives subscription based revenue from customers’ access to its cloud based data intelligence platform. The customers use the platform to obtain actionable market intelligence in order to execute their digital marketing campaigns. The following table summarizes revenue by the Company’s service offerings: Three months ended 2023 2022 Core subscription revenue 13,640,744 12,484,365 Sale of operational products recognized point in time 1,866,974 1,574,237 15,507,718 14,058,602 Disaggregation of revenue The following table shows the disaggregation of revenue by geographic areas, as determined based on the country location of its customers: Three months ended 2023 2022 Australia 556,837 998,361 France 4,001,589 3,193,675 India 17,714 — Japan 113,269 140,587 Singapore 128,195 80,621 UAE 340,541 55,482 United Kingdom 316,852 393,240 United States 9,652,548 9,133,088 Others 380,173 63,548 15,507,718 14,058,602 There were two customers that individually represented 28.5% and 22.1% of the Company’s revenue for the three months ended March 31, 2023 and two customers that individually represented 31.1% and 23.8% of the Company’s revenue for the three months ended March 31, 2022. There were two customer that individually represented 57.9% and 15.9% of the Company’s accounts receivable balance as of March 31, 2023 and two customers that individually represented 61.4% and 10.8% of the Company’s accounts receivable balance as of December 31, 2022. Deferred revenue Revenue recognized out of the Company’s deferred revenue balance at the beginning of the period was $1,483,827 and $909,382 during the three months ended March 31, 2023 and 2022, respectively. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income taxes [Abstract] | |
Income taxes | Note 17 Income taxes The Company is subject to United States federal and state taxes as well as other foreign income taxes. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company recognized income tax expense of $120,518 and $61,691 for the three months ended March 31, 2023 and 2022, respectively, representing an effective tax rate of (-0.6%) and (-1.6%), respectively. There has been no significant movement in the statutory and effective tax rate for three months ended March 31, 2023 and March 31, 2022. The estimated annual effective income tax rate is primarily driven by the valuation allowance and non-deductible expenses. The Company continues to incur U.S. operating losses and has minimal profits in some of its foreign jurisdictions. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some, or all, of its deferred tax assets will not be realized in the future. The Company evaluates and weighs all available evidence, both positive and negative, including its historic operating results, future reversals of existing deferred tax liabilities, as well as projected future taxable income. The Company will continue to regularly assess the realizability of its deferred tax assets. Changes in earnings performance and future earnings projections, among other factors, may cause the Company to adjust the valuation allowance on deferred tax assets, which could materially impact the income tax expense in the period the Company determines that these factors have changed. As of March 31, 2023, the Company continues to maintain a full valuation allowance on its deferred tax assets except in certain foreign jurisdictions. The Company’s major tax jurisdictions are the U.S., Singapore and India and the Company also files income tax returns in other various U.S. states and international jurisdictions. In the U.S., the statute of limitations for Internal Revenue Service examinations remains open for the Company’s federal income tax returns for fiscal years after 2018. The Company’s subsidiaries in India are open to examination by relevant taxing authorities for tax years beginning on or after April 1, 2019. The status of U.S. federal, state and foreign tax examinations varies by jurisdiction. The Company does not anticipate any material adjustments to its condensed consolidated financial statements resulting from tax examinations currently in progress. The Company’s income tax returns may be subject to examination by the taxing authorities. Because application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the condensed consolidated financial statements could be changed at a later date upon final determination by taxing authorities. Management believes that the Company has no uncertain income tax positions that could materially affect its condensed consolidated financial statements. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Net loss per share attributable to common stockholders [Abstract] | |
Net loss per share attributable to common stockholders | Note 18 Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: For the three months ended 2023 2022 Net loss attributable to common stockholders (19,158,148 ) (3,808,172 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 16,004,795 7,747,665 Net loss per share attributable to common stockholders, basic and diluted (1.20 ) (0.49 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: For the three months ended 2023 2022 Redeemable convertible preferred stock — 33,083,858 Stock based compensation — 2,173,404 Unvested restricted stock units 2,706,325 — Warrants 15,584,965 741,353 Convertible debentures 2,553,653 — Total 20,844,943 35,998,615 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurements [Abstract] | |
Fair value measurements | Note 19 Fair value measurements The Company measures certain financial assets and liabilities, including derivative instruments, at fair value on a recurring basis. The fair value measurements of these financial assets and liabilities were determined using the following inputs as of March 31, 2023 and December 31, 2022: As of March 31, 2023 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – borrowings (1) — — 9,475,769 9,475,769 Warrant liabilities – Public warrants (2) — — 948,750 948,750 Warrant liabilities – private placement warrants (2) — — 572,000 572,000 Embedded derivative (3) — — 708,505 708,505 Working capital loan (4) — — 1,183,335 1,183,335 As of December 31, 2022 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities borrowings (1) — — 16,765,776 16,765,776 (1) The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert and Blue Torch borrowings, were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. (2) Public and private placement warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. (3) The fair value of the embedded derivative liability of the convertible debentures was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates (4) The discounted cash flow method was used to fair value the working capital loan. The following table presents the changes in fair value of warrant liabilities issued in relation to borrowings: For the three months ended 2023 2022 Liability at beginning of the period 16,765,776 5,376,932 Additions — — Change in fair value (1) (7,290,007 ) (1,700,221 ) Liability at end of the period 9,475,769 3,676,711 The following table presents the changes in fair value of the public and private placements warrants: For the Acquired in the Business Combination 2,296,333 Change in fair value (1) (775,583 ) Balance as of March 31, 2023 1,520,750 The following table presents the changes in fair value of the embedded derivative on convertible debentures: For the Addition during the year 708,505 Change in fair value — Balance as of March 31, 2023 708,505 The following table presents the changes in fair value of the working capital loan: For the Acquired in Business Combination 421,900 Change in fair value (1) 761,435 Balance as of March 31, 2023 1,183,335 (1) Changes in the fair value of warrant liabilities and working capital loans are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. The Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2023 and 2022. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value because their respective maturities are of short-term duration. The carrying value of the term loans were determined to approximate fair value due to the interest rate on the loans that approximate prevailing market interest rates as of each reporting period. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 20 Commitments and Contingencies Commitments The following table presents the Company’s future minimum purchase commitments at March 31, 2023. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services and software as a service arrangement: Contractual 2023 (April to December) 2,475,000 2024 3,600,000 6,075,000 Litigation and loss contingencies From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that the Company believes will have a material adverse impact on the business or consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 21 Related party transactions Transactions with Near Pte. Ltd. and its affiliates are considered to be related parties due to the Company’s executive’s direct ownership as well as his executive position in both the Company and Near Pte. Ltd. During the year ended December 31, 2022, the Company advanced to Near Pte. Ltd. an amount of $ 1,777,675 bearing interest at 2.88% per annum. The advance to related party including accrued interest of $32,358 has been repaid as of March 31, 2023. During year ended December 31, 2022, the Company obtained borrowings of $2,213,493 from Near India Private Limited, an affiliate of Near Pte. Ltd., bearing interest at 7% per annum. Short-term borrowing to related parties including accrued interest of $34,974 with a foreign exchange impact of $19,689 is included in accrued expenses and other current liabilities on the consolidated balance sheet as of March 31, 2023. The Company has repaid $2,126,860 during the period ended March 31, 2023 and $118,633 during the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent events [Abstract] | |
Subsequent events | Note 22 Subsequent events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through May 18, 2023, which is the date these condensed consolidated financial statements were available to be issued. On April 21, 2023, the Company entered into amendment to the Global Deed of Discharge and Release agreement and made full and final settlement of $998,859 and $1,650,000 towards deferred balances of Harbert loan facility and Deutsche Bank loan facility respectively. For details of deferred balances of Harbert loan facility and Deutsche Bank loan facility refer note 10. The Company did not fully satisfy the Junior Capital Financing Conditions under the Financing Agreement on or prior to April 15, 2023 and, as a result, the Company was required to prepay all outstanding obligations under the Financing Agreement. The Company did not make such prepayment and its failure to comply with such mandatory prepayment obligations constituted an event of default under the Financing Agreement. Further, (i) from April 15, 2023 until April 30, 2023, the Company was required to not permit its Liquidity (as defined in the Financing Agreement) to be less than the sum of (x) $15.0 million and (y) the DB/Harbert Deferred Payment Amount (as defined in the Financing Agreement), and (ii) from May 1, 2023 forward, the Company was required to not permit its Liquidity to be less than the sum of (x) $20.0 million and (y) the DB/Harbert Deferred Payment Amount. As of April 15, 2023 and May 1, 2023, the Company’s Liquidity was less than the minimums required under the Financing Agreement and, as a result, the Company was in breach of the applicable covenants and such breaches constituted events of default under the Financing Agreement (the “Liquidity Defaults”). In addition, the Liquidity Defaults constituted Specified Events of Default (as defined in the Financing Agreement), resulting in a 2.00% increase in the interest rate per annum until the date the Liquidity Defaults were cured or waived in writing and a $5.0 million deferred consent fee related to Consent and Amendment No. 2, which deferred consent fee would be added to the outstanding principal amount of the loans under the Financing Agreement. On May 5, 2023, the Company entered into the Forbearance Agreement with Blue Torch (the “Initial Forbearance Agreement”), pursuant to which Blue Torch agreed to temporarily forbear from exercising its default-related rights and remedies against the Company solely with respect to the events of default related to the Junior Capital Financing Conditions and the Liquidity Defaults (collectively, the “Existing Defaults”) during the period beginning on the date of the Initial Forbearance Agreement and ending on the earlier to occur of (i) certain bankruptcy-related defaults under the Financing Agreement, (ii) the date on which Blue Torch delivers a notice terminating the forbearance period, which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined therein), or (iii) May 10, 2023. On May 10, 2023, the Company entered into another Forbearance Agreement with Blue Torch (the “Extended Forbearance Agreement”), which is substantially similar to the Initial Forbearance Agreement except that the forbearance period will end on the earlier to occur of (i) certain bankruptcy-related defaults under the Financing Agreement, (ii) the date on which Blue Torch delivers a notice terminating the forbearance period, which notice may be delivered at any time upon or after the occurrence of any Forbearance Default, or (iii) May 20, 2023. Effective as of May 18, 2023, the Company entered into that certain Waiver and Amendment No. 3 to Financing Agreement (“Waiver and Amendment No. 3”) with Near Intelligence LLC, the Company’s subsidiary guarantors, Blue Torch and the Required Lenders, pursuant to which, among other things, (i) Blue Torch waived the Existing Defaults and (ii) the parties agreed to amend certain terms of the Financing Agreement relating to (x) the Junior Capital Financing Conditions, (y) the minimum Liquidity requirements and (z) the leverage ratios required for withdrawals of proceeds under the Financing Agreement. In accordance with Waiver and Amendment No. 3, on or prior to May 20, 2023 (or such later date as may be agreed in writing), the net cash proceeds from the issuance of Junior Capital after March 23, 2023, plus net cash proceeds from the trust account (the “Trust Account”) following the Business Combination, must be at least $21.0 million in the aggregate (the “Amended Junior Capital Financing Condition”). In addition, the Subsequent Financing Condition was eliminated. Furthermore, (i) from April 14, 2023 to May 20, 2023, the Company may not permit its Liquidity to be less than the sum of (x) $10.0 million and (y) the DB/Harbert Deferred Payment Amount (as defined in the Financing Agreement) reduced by $3.8 million, and (ii) from May 20, 2023 forward, the Company may not permit its Liquidity to be less than $20.0 million. Additionally, pursuant to Waiver and Amendment No. 3, the parties agreed that $2.0 million of a $5.0 million deferred consent fee payable under the Financing Agreement is due and payable as of May 18, 2023, and has been automatically paid-in-kind and capitalized on the outstanding principal amount of the loans. The remaining $3.0 million of the deferred consent fee will become due and payable (i) if as of May 20, 2023, (x) the Company fails to obtain net cash proceeds from the issuance of Junior Capital after March 23, 2023 of at least $20.0 million and (y) after giving effect to payment of all outstanding fees and expenses related to the Business Combination, pro forma liquidity is not at least $32.0 million, or (ii) upon occurrence of certain other events of default under the Financing Agreement. The Company’s Board of Directors has authorized the issuance of up to $50.0 million of Junior Capital on terms substantially similar to those set forth in the Securities Purchase Agreements, of which approximately $21.0 million has been issued to date. As described below, on May 18, 2023, the Company raised additional Junior Capital in an amount which, together with the net proceeds from the issuance of the Part A-1 Convertible Debentures and the Trust Account, equaled or exceeded $21.0 million. Accordingly, the Company has satisfied the Amended Junior Capital Financing Condition. On May 18, 2023, the Company entered into a securities purchase agreement (the “Part A-2 Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part A-2 Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $2,500,000 (the “Part A-2 Convertible Debentures”) and (ii) warrants (the “Part A-2 Warrants”) to purchase an aggregate of 62,500 shares of Common Stock. Also on May 18, 2023, the Company entered into a securities purchase agreement (the “Part B Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part B Investors” and together with the Part A-2 Investors, the “Part A-2/Part B Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $11,440,217 (the “Part B Convertible Debentures”) and (ii) an aggregate of 263,125 shares of Common Stock (the “Commitment Fee Shares”). The Part B Convertible Debentures were issued at an original issue discount of 8%, resulting in aggregate gross proceeds to the Company of $10,525,000. The Part A-2 Convertible Debentures bear interest at an annual rate of 0.01% and will mature on the date that is the later of (i) February 2, 2027 and (ii) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement. The Part B Convertible Debentures bear interest at an annual rate of 10% and will mature on the date that is the later of (i) the one-year anniversary of the issuance date of the Part B Convertible Debentures or (ii) the earlier of (a) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement or (b) the termination or repayment of the term loans issued pursuant to the Financing Agreement. The interest rate is subject to increase to 15% upon the occurrence and during the continuance of any Event of Default (as defined therein). The maturity date of any Part A-2 Convertible Debenture or Part B Convertible Debenture may be extended at the option of the applicable Part A-2/Part B Investor. The Part A-2 Convertible Debentures and Part B Convertible Debentures are subordinate to all obligations of the Company to Blue Torch under the Financing Agreement, including Blue Torch’s security interests in the Company’s property. Subject to the Stockholder Approval Requirement (as defined below), beginning November 14, 2023, any portion of the outstanding and unpaid principal amount of the Part A-2 Convertible Debentures, together with any accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $10.01, or (ii) 75% of the average of the daily VWAPs (as defined below) during the 20 consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than a floor price of $0.45 (the “Floor Price”). Subject to the Stockholder Approval Requirement, any portion of the outstanding and unpaid principal amount of the Part B Convertible Debentures, together with any redemption premium and accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $2.23, or (ii) 90.0% of the lowest daily VWAP of the Common Stock during the seven consecutive trading days prior to the conversion date, but not lower than the Floor Price. Subject to a subordination agreement among Blue Torch and the Part B Investors, the Company may, at its option, elect to redeem a portion or all amounts outstanding under either Part B Convertible Debenture in cash, plus a 5% redemption premium on the amount to be redeemed, provided that (i) the last reported closing price of the Common Stock is less than $2.23 and (ii) the Company provides the applicable holder with at least five business days’ prior written notice of its desire to exercise such redemption right. Upon receipt of a redemption notice, a holder shall have five business days to elect to convert all or any portion of its Part B Convertible Debenture in lieu of redemption. For purposes of the Convertible Debentures, “VWAP” means the daily dollar volume-weighted average price for such security on the Nasdaq Global Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions. Except for YA II PN, Ltd. (“Yorkville”), no Part A-2/Part B Investor may convert its Convertible Debentures until the transactions contemplated by the Securities Purchase Agreements have been approved by the Company’s stockholders in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval Requirement”). Yorkville may convert its Part B Convertible Debenture so long as the aggregate number of shares of Common Stock issued pursuant to its Part B Convertible Debenture does not exceed 6,004,000 shares (the “Exchange Cap”), provided, however, that the foregoing restriction will no longer apply upon satisfaction of the Stockholder Approval Requirement. Furthermore, the Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion would result in the applicable Investor and its affiliates having beneficial ownership of more than 4.99% (or in the case of one investor, 9.99%) of the Company’s then outstanding shares of Common Stock, provided that this limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Part A-2 Warrants have an exercise price of $0.01, subject to certain adjustments. The Part A-2 Warrants will be immediately exercisable into shares of Common Stock upon satisfaction of the Stockholder Approval Requirement and expire at 5:00 p.m. Eastern Time on May 18, 2027. No portion of the Part A-2 Warrants may be exercised to the extent that, after giving effect to such exercise, the applicable Part A-2 Investor and its affiliates would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, provided that this limitation may be waived by the Part A-2 Investor upon not less than 65 days’ prior notice to the Company. The Part B Convertible Debentures provide that, upon the occurrence of a Trigger Event (as defined below) and subject to a Subordination Agreement among the Part B Investors and Blue Torch (the “Part B Subordination Agreement”), the Company must make monthly cash payments against the principal amount then outstanding in an amount equal to $1,000,000 of the principal amount of such Part B Convertible Debenture plus accrued and unpaid interest thereon, if any, plus a redemption premium of 5% of the triggered payment amount (each, a “Trigger Payment” and collectively, the “Trigger Payments”). A “Trigger Event” occurs if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (the “Floor Price Trigger”) or (ii) in the case of Yorkville only, at any time on or after July 31, 2023 the Company has issued in excess of 95% of the Common Stock available under the Exchange Cap (the “Exchange Cap Trigger”). The Company’s obligation to make Trigger Payments shall be reduced by an amount equal to any portion of the principal amount of such Part B Convertible Debenture, together with any accrued and unpaid interest, that, following the applicable Trigger Date, is converted into shares of Common Stock at the option of the holder. The Company’s obligation to make Trigger Payments will continue until, in the case of a Floor Price Trigger, the fifth consecutive trading day that the VWAP is greater than 110% of the Floor Price, or, with respect to an Exchange Cap Trigger, the Company has obtained stockholder approval to increase the number of shares of Common Stock under the Exchange Cap and/or the Stockholder Approval Requirement has been satisfied. In connection with Yorkville’s investment in the Part B Convertible Debentures, entities affiliated with certain officers of the Company (collectively, the “Stockholder Guarantors”) entered into a Guaranty in favor of Yorkville (the “Stockholder Guaranty”). Pursuant to the Stockholder Guaranty, upon failure of the Company to make any Trigger Payment when due, including in the event the Company is unable to make a Trigger Payment as a result of the Part B Subordination Agreement, the Stockholder Guarantors will be obligated to make such Trigger Payment to Yorkville. Upon receipt of a Trigger Payment from any Stockholder Guarantor, Yorkville will transfer to such Stockholder Guarantor a portion of the Part B Convertible Debenture in an amount equal to the Trigger Payment received, less the redemption premium. Each Stockholder Guarantor also agreed to certain lock-up provisions during the term of the Stockholder Guaranty. On May 18, 2023, the Company entered into a securities purchase agreement (the “Part A-2 Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part A-2 Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $2,500,000 (the “Part A-2 Convertible Debentures”) and (ii) warrants (the “Part A-2 Warrants”) to purchase an aggregate of 62,500 shares of Common Stock. Also on May 18, 2023, the Company entered into a securities purchase agreement (the “Part B Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part B Investors” and together with the Part A-2 Investors, the “Part A-2/Part B Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $11,440,217 (the “Part B Convertible Debentures”) and (ii) an aggregate of 263,125 shares of Common Stock (the “Commitment Fee Shares”). The Part B Convertible Debentures were issued at an original issue discount of 8%, resulting in aggregate gross proceeds to the Company of $10,525,000. The Part A-2 Convertible Debentures bear interest at an annual rate of 0.01% and will mature on the date that is the later of (i) February 2, 2027 and (ii) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement. The Part B Convertible Debentures bear interest at an annual rate of 10% and will mature on the date that is the later of (i) the one-year anniversary of the issuance date of the Part B Convertible Debentures or (ii) the earlier of (a) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement or (b) the termination or repayment of the term loans issued pursuant to the Financing Agreement. The interest rate is subject to increase to 15% upon the occurrence and during the continuance of any Event of Default (as defined therein). The maturity date of any Part A-2 Convertible Debenture or Part B Convertible Debenture may be extended at the option of the applicable Part A-2/Part B Investor. The Part A-2 Convertible Debentures and Part B Convertible Debentures are subordinate to all obligations of the Company to Blue Torch under the Financing Agreement, including Blue Torch’s security interests in the Company’s property. Subject to the Stockholder Approval Requirement (as defined below), beginning November 14, 2023, any portion of the outstanding and unpaid principal amount of the Part A-2 Convertible Debentures, together with any accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $10.01, or (ii) 75% of the average of the daily VWAPs (as defined below) during the 20 consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than a floor price of $0.45 (the “Floor Price”). Subject to the Stockholder Approval Requirement, any portion of the outstanding and unpaid principal amount of the Part B Convertible Debentures, together with any redemption premium and accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $2.23, or (ii) 90.0% of the lowest daily VWAP of the Common Stock during the seven consecutive trading days prior to the conversion date, but not lower than the Floor Price. Subject to a subordination agreement among Blue Torch and the Part B Investors, the Company may, at its option, elect to redeem a portion or all amounts outstanding under either Part B Convertible Debenture in cash, plus a 5% redemption premium on the amount to be redeemed, provided that (i) the last reported closing price of the Common Stock is less than $2.23 and (ii) the Company provides the applicable holder with at least five business days’ prior written notice of its desire to exercise such redemption right. Upon receipt of a redemption notice, a holder shall have five business days to elect to convert all or any portion of its Part B Convertible Debenture in lieu of redemption. For purposes of the Convertible Debentures, “VWAP” means the daily dollar volume-weighted average price for such security on the Nasdaq Global Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions. Except for YA II PN, Ltd. (“Yorkville”), no Part A-2/Part B Investor may convert its Convertible Debentures until the transactions contemplated by the Securities Purchase Agreements have been approved by the Company’s stockholders in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval Requirement”). Yorkville may convert its Part B Convertible Debenture so long as the aggregate number of shares of Common Stock issued pursuant to its Part B Convertible Debenture does not exceed 6,004,000 shares (the “Exchange Cap”), provided, however, that the foregoing restriction will no longer apply upon satisfaction of the Stockholder Approval Requirement. Furthermore, the Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion would result in the applicable Investor and its affiliates having beneficial ownership of more than 4.99% (or in the case of one investor, 9.99%) of the Company’s then outstanding shares of Common Stock, provided that this limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Part A-2 Warrants have an exercise price of $0.01, subject to certain adjustments. The Part A-2 Warrants will be immediately exercisable into shares of Common Stock upon satisfaction of the Stockholder Approval Requirement and expire at 5:00 p.m. Eastern Time on May 18, 2027. No portion of the Part A-2 Warrants may be exercised to the extent that, after giving effect to such exercise, the applicable Part A-2 Investor and its affiliates would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, provided that this limitation may be waived by the Part A-2 Investor upon not less than 65 days’ prior notice to the Company. The Part B Convertible Debentures provide that, upon the occurrence of a Trigger Event (as defined below) and subject to a Subordination Agreement among the Part B Investors and Blue Torch (the “Part B Subordination Agreement”), the Company must make monthly cash payments against the principal amount then outstanding in an amount equal to $1,000,000 of the principal amount of such Part B Convertible Debenture plus accrued and unpaid interest thereon, if any, plus a redemption premium of 5% of the triggered payment amount (each, a “Trigger Payment” and collectively, the “Trigger Payments”). A “Trigger Event” occurs if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (the “Floor Price Trigger”) or (ii) in the case of Yorkville only, at any time on or after July 31, 2023 the Company has issued in excess of 95% of the Common Stock available under the Exchange Cap (the “Exchange Cap Trigger”). The Company’s obligation to make Trigger Payments shall be reduced by an amount equal to any portion of the principal amount of such Part B Convertible Debenture, together with any accrued and unpaid interest, that, following the applicable Trigger Date, is converted into shares of Common Stock at the option of the holder. The Company’s obligation to make Trigger Payments will continue until, in the case of a Floor Price Trigger, the fifth consecutive trading day that the VWAP is greater than 110% of the Floor Price, or, with respect to an Exchange Cap Trigger, the Company has obtained stockholder approval to increase the number of shares of Common Stock under the Exchange Cap and/or the Stockholder Approval Requirement has been satisfied. In addition to the foregoing Junior Capital Financing Conditions, on or before May 31, 2023, the Company was required to receive net cash proceeds of at least $50.0 million from the issuance of Junior Capital (the “Subsequent Financing Condition”). The failure to meet either the Junior Capital Financing Conditions or the Subsequent Financing Condition before the applicable date would result in a mandatory prepayment event of our outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Junior Capital Financing Conditions or the Subsequent Financing Condition would not result in an event of default if the mandatory prepayment is made within three business days following the date on which such condition subsequent was not satisfied. Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of core subscription services is recognized over the contractual terms during which the customer is given access to the platform or the output from the platform. With respect to revenue from operational products, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization and description of business [Abstract] | |
Basis of presentation and principles of consolidation | a) Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP. Interim results are not necessarily indicative of the results for a full year. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with Near Holdings audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in the Company’s Form 8-K filed on March 23, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. The unaudited condensed consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. All significant transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the condensed consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. |
Use of estimates | b) Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the condensed consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates, including those related to the incremental borrowing rate (“IBR”) applied in lease accounting, useful lives of property and equipment and intangible assets, the nature and timing of the satisfaction of performance obligations, allowance for credit losses on accounts receivables, fair value of acquired intangible assets and goodwill, fair value of derivative liabilities, stock based compensation, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Management believes that the estimates used in the preparation of the condensed consolidated financial statements are reasonable. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the condensed consolidated financial statements are reasonable. Management also continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences. |
Segment reporting | c) Segment reporting The Company has a single operating and reportable segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. For information regarding the Company’s revenue by geographic area, see note 16. |
Cash and cash equivalents | d) Cash and cash equivalents Cash and cash equivalents primarily represent bank balances in current accounts. The Company considers all short-term deposits with an original maturity of 90 days or less, when purchased, to be cash equivalents. |
Restricted cash | e) Restricted cash Certain deposits are restricted as to withdrawal or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration date of the underlying restriction. Restricted cash represents an automatically renewed short-term deposit held with a bank against a corporate credit card for $32,651 and $32,198 as of March 31, 2023 and December 31, 2022 respectively. The Company has restricted deposits with a bank against commitment of office premises of $312,245, and $307,373 as of March 31, 2023 and December 31, 2022, respectively, which will be released upon vacating the premises leased. Also, with respect to the financing agreement with Blue Torch Finance LLC, the Company deposited $46,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants as specified. For more details refer to note 10. As of March 31, 2023 and December 31, 2022, $40,298,657 and $44,058,573 were held in the account, respectively, which also includes accrued interest thereon. |
Financial instruments and concentration of credit risk | f) Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, restricted cash, term deposits with banks and accounts receivables. The Company places its cash and cash equivalents, term deposits with banks and funds respectively with high credit/investment grade ratings to limit the amount of credit exposure with any one bank/fund and conducts ongoing evaluations of the creditworthiness of the banks and funds with which it does business. To reduce its credit risk on accounts receivable, the Company conducts ongoing credit evaluations of its debtors. |
Goodwill and intangible assets | g) Goodwill and intangible assets Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles — Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has only one reporting unit. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparable. The Company did not recognize any goodwill impairment charges during the three months ended March 31, 2023 and 2022. Intangible assets The Company amortizes intangible assets with finite lives over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized and reviews them for impairment whenever an impairment indicator exists. |
Impairment of long-lived assets | h) Impairment of long-lived assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company measures the recoverability of the assets by comparing the carrying amount of such asset or asset group to the future undiscounted cash flows it expects the asset or asset group to generate. If the Company considers the asset or asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset or asset group exceeds its fair value. The Company did not recognize any impairment charges on its long-lived assets during the three months ended March 31, 2023 and 2022. |
Fair value measurements and financial instruments | i) Fair value measurements and financial instruments The Company holds financial instruments that are measured at fair value which is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the determination of fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses and other assets accounts, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities. |
Revenue recognition | j) Revenue recognition The Company derives revenue primarily from i) core subscription services and ii) sale of operational products. Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. The Company applies the following steps for revenue recognition: (i) Identification of the contract, or contracts, with the customer The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer. (ii) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract, whereby, in respect of core subscription services, we have combined promises for access to the data intelligence platform, the output derived from such platform coupled with, in a marketing intelligence use case, access with the related obligation to provide use of the platform to execute customers’ marketing strategies as a single performance obligation. Sale of operational products is evaluated to be a distinct performance obligation, as further explained in the section “Sale of operational products”. (iii) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price includes platform subscription fees based on the contracted usage of Near platform for analytics, data enrichment, data feeds as outputs from the platform and for executing customers’ marketing campaigns as well as variable consideration associated with overage fees on exceeded media execution limits as specified in respective contracts, where relevant. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In a marketing intelligence use case, the Company would be entitled to a platform fee even if the customer does not opt for contracted usage level of media execution committed by the Company. None of the Company’s contracts contain a significant financing component. (iv) Allocation of the transaction price to the performance obligations in the contract Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). Contracts typically have one performance obligation of providing access to the core subscription service or access to relevant outputs from the Near platform. On occasion, contracts include provision of certain operational products on a short term, fixed fee basis which reflect their respective SSP. (v) Recognition of the revenue when, or as, a performance obligation is satisfied Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of core subscription services is recognized over the contractual terms during which the customer is given access to the platform or the output from the platform. With respect to revenue from operational products, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers. Core subscription revenue The Company generates revenue from subscriptions to customers that enable them to access the Company’s cloud-based platform or access the output from such platform and use the data intelligence derived therein for a variety of use cases around analytics, data enrichment, marketing and operational decision-making including to access and advertise target consumer base for digital marketing and advertising. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform or its specific modules/outputs over the contractual period. The underlying database of the Near platform is continuously updated based on ongoing data gathering exercise coupled with the Company’s patented algorithms running on such gathered data resulting in intelligent output available through the platform and therefore, its customers benefit from an up-to-date database on people and places relevant for the promotion of their business interests. A time-elapsed method is used to measure progress because the Company’s obligation is to provide the customers a continuous service of access to the Company’s cloud-based platform or outputs and modules from such platform in order to execute their marketing and operational strategies over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription service is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned. Most of the customer agreements have a minimum term of one (1) year with various payment terms ranging from monthly to quarterly in arrears and in few cases, payments in advance. Also, many contracts have auto-renewal provision unless the customer decides to terminate such contract by providing an advance written notice prior to the end of the then current term. Many contracts with customers, including those entered into with the standard terms and conditions, may be terminated by Near at any time but only may be terminated by the customer either in case of a breach, or in certain cases, after a specified notice period. Typically, Near does not charge any penalties for early termination by the customer and the contracts do not entitle Near’s customers to a refund or partial refund upon cancellation of the relevant contracts. The auto renewal provisions are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the auto renewal provision is highly variable. Sale of Operational products The Company derives revenue from providing customized reports and other insights to customers on short term fixed fee basis. The Company recognizes such revenues from the sales of these operational products upon delivery to the customers (i.e., at a point in time basis). Refer to note 16 for details. Practical expedients The Company has utilized the practical expedient available under ASC 606, Revenue from Contracts with Customers and does not disclose the following: i) Value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has no significant financing components in its contracts with customers. ii) Amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue. |
Stock-based compensation | k) Stock-based compensation Stock-based compensation awards granted by the Company are considered as equity-classified stock option awards (“equity options”) and accounted for under ASC Topic 718 — Compensation — Stock Compensation. Stock-based compensation awards issued to non-employees in exchange for consulting and advisory services are accounted for in accordance with the provisions of ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting.” The Company recognizes and measures compensation expense for all stock-based awards based on the grant date fair value. Grant date fair value is determined under the option-pricing model (Black-Scholes Merton model). The fair value of restricted stock units (“RSU”) is estimated based on the fair value of the Company’s common stock on the date of grant. The fair value determined at the grant date is expensed over the vesting period of the stock-based awards using the straight-line attribution method, however, the amount of compensation cost recognized at any date must at least equal the portion of the grant date fair value of the award that is vested at that date. Forfeitures are accounted for as they occur. Stock-based compensation expense is allocated to cost of revenue, product and technology, sales and marketing and general and administrative on the condensed consolidated statements of operations based on where the associated employee’s functional department is located. |
Net loss per share | l) Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. Based on the above, the redeemable convertible preferred stock, stock options, restricted stock units and warrants are not considered as participating securities. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, unvested restricted stock units and warrants have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented. |
Changes in accounting policies and recently issued accounting pronouncements | m) Changes in accounting policies and recently issued accounting pronouncements The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult. The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 11, 2026, (b) in which the Company has total annual gross revenue of at least $1.235 billion or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 and (2) the date on which the Company issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04 — Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The guidance becomes effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the roll forward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier finance programs and does not believe the impact of updating this accounting standard update will be material to the unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Recapitalization (Tables)
Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Recapitalization [Abstract] | |
Schedule of reconciles the elements of the business combination | Cash-trust and cash, net of redemptions 2,235,551 Less: transaction costs and advisory fees, paid (2,030,677 ) Net proceeds from the Business Combination 204,874 Less: transaction costs and advisory fees, accrued (12,947,639 ) Less: public and private placement warrants (2,296,333 ) Less: promissory note and working capital loan (1,795,280 ) Less: others, net (445,535 ) Reverse recapitalization, net (17,279,913 ) |
Schedule of number of near holdings shares was determined | KludeIn Class A common stock, outstanding prior to the Business Combination 10,404,394 Less: Redemption of KludeIn Class A common stock (10,205,269 ) Class A common stock of KludeIn 199,125 KludeIn Class B common stock, outstanding prior to the Business Combination 4,075,000 Business Combination shares 4,274,125 Near Holding Shares 42,109,018 Common stock immediately after the Business Combination 46,383,143 |
Schedule of number of near holdings shares was determined | Near Near Common stock 77,057.894 8,296,074 Convertible preferred stock 307,298.151 33,083,858 Settlement on vesting of restricted share units (see Note 12) 6,773.000 729,086 Total 391,129.045 42,109,018 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts receivable, net [Abstract] | |
Schedule of accounts receivable net consists | March 31, December 31, 2023 2022 Accounts receivable 28,610,774 29,429,331 Allowance for credit losses (3,376,574 ) (3,417,845 ) Accounts receivable, net 25,234,200 26,011,486 |
Schedule of company’s allowance for credit losses | March 31, December 31, 2023 2022 Opening balance 3,417,845 2,073,836 Additions charged 35,840 1,344,009 Bad debts written off (77,111 ) — Closing balance 3,376,574 3,417,845 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid expenses and other current assets [Abstract] | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2023 2022 Advanced income and non-income taxes 493,267 648,729 Deposits 300,932 349,041 Prepaid expenses 1,997,312 913,101 Contract assets 177,603 283,772 Advance to related party (note 21) — 1,797,313 Promissory note (1) — 686,690 Other receivables 406,841 284,622 3,375,955 4,963,268 (1) KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690. The promissory note was non-interest bearing and was eliminated in consolidation upon the Business Combination. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and equipment, net [Abstract] | |
Schedule of property and equipment net | March 31, December 31, 2023 2022 Computers 394,378 387,267 Office equipment 94,564 90,111 Furniture and fixtures 325,354 194,715 Leasehold improvements 2,685 2,668 Servers 12,671,736 12,671,736 Total 13,488,717 13,346,497 Less: Accumulated depreciation and amortization (9,840,459 ) (8,722,333 ) 3,648,258 4,624,164 Capital work in progress 52,156 34,415 Total 3,700,414 4,658,579 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible assets, net [Abstract] | |
Schedule of amortization activity of intangible assets | As of March 31, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Customer relationships 12,587,657 (7,026,378 ) 5,561,279 12,585,004 (5,978,395 ) 6,606,609 Software platform 5,622,053 (3,748,035 ) 1,874,018 5,622,053 (3,279,532 ) 2,342,521 Non compete agreement 1,830,236 (180,516 ) 1,649,720 1,830,236 (90,258 ) 1,739,978 20,039,946 (10,954,929 ) 9,085,017 20,037,293 (9,348,185 ) 10,689,108 |
Schedule of company’s intangible assets for future periods | 2023 (April to December) 4,798,619 2024 2,570,106 2025 1,073,202 2026 366,047 2027 277,043 Total future amortization expense 9,085,017 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of changes in carrying value of goodwill | March 31, December 31, 2023 2022 Opening balance 61,994,758 62,387,725 Effect of exchange rate changes 78,675 (392,967 ) Closing balance 62,073,433 61,994,758 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Debenture [Abstract] | |
Schedule of estimated fair value of working capital loan | March 31, Volatility 39.5 % Risk-free rate 3.72 % Contractual term (years) 3.85 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Borrowings [Abstract] | |
Schedule of borrowings | March 31, December 31, 2023 2022 Blue Torch finance, net of debt amortization expenses 87,295,194 86,758,378 BPI France 689,598 839,473 BNP Paribas 705,697 748,797 Working capital loan 1,183,335 — Promissory note 1,373,380 — 91,247,204 88,346,648 |
Schedule of estimated fair value of working capital loan borrowings | March 31, 2023 Discount rate 14.85 % Contractual term (years) 0.25 Note Principal 1,225,000 |
Schedule of aggregate maturities of long-term borrowings | Annual 2023 (April to December) 5,060,524 2024 537,633 2025 387,004 2026 102,060,364 Total: aggregate maturities of long-term borrowings 108,045,525 Less: carrying value of unamortized borrowings financing costs (16,798,321 ) Net maturities of long-term borrowings 91,247,204 Less: current portion of long-term borrowings (5,196,952 ) Long-term borrowings 86,050,252 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable [Abstract] | |
Schedule of accounts payable | March 31, December 31, 2023 2022 Accounts payable 26,015,170 9,992,164 26,015,170 9,992,164 |
Stock based compensation (Table
Stock based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock Based Compensation [Abstract] | |
Schedule of RSUs | For the three months ended Number of Weighted Unvested Units as of December 31, 2022 5,968 1,351.15 Retroactive application of Conversion Ratio 636,309 (1,338.22 ) Unvested units as of December 31, 2022 642,277 12.93 Granted* 2,333,745 10.57 Vested pending settlement (74,284 ) 12.98 Vested settled (152,940 ) 12.97 Cancelled (42,473 ) 12.74 Unvested units as of March 31, 2023 2,706,325 10.80 * Out of the total RSU’s granted, 2,133,949 RSU’s were granted on January 1, 2023 (1,380,326 was granted to a director) and the fair value of the RSUs is estimated based on the fair value of the Near Intelligence, Inc. common stock which reflects a pre-money enterprise value as at the grant date and 199,796 RSU’s were granted to directors on March 23, 2023 and the fair value of each RSUs is the market price of one common share of the Company on the date of grant. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrant liabilities [Abstract] | |
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities | March 31, December 31, 2023 2022 Volatility 39.5% 85.0% – 91.8% Risk-free rate 3.75% – 4.20% 3.8% – 3.9% Contractual term (years) 1.76 – 3.60 6.1 – 9.9 Exercise price 8.94 – 14.12 4.64 – 14.04 Number of warrants in aggregate 1,610,731 1,610,731 |
Schedule of assumptions used in calculating estimated fair value of public warrants and private placement warrants | March 31, 2023 Volatility 39.5 % Risk-free rate 3.54 % Dividend yield 0 % Stock price $ 2.52 Remaining term (years) 4.98 Exercise price $ 11.50 Number of warrants in aggregate 13,825,000 |
Redeemable convertible prefer_2
Redeemable convertible preferred stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable convertible preferred stock [Abstract] | |
Schedule of redeemable convertible preferred stock | Authorized Shares Issuance Per share Aggregate Carrying Series A 95,418.000 95,418.000 62.8 62.8 11,987,196 9,814,725 Series B 49,635.000 49,635.000 377.8 377.8 37,500,000 32,074,289 Series C 4,910.000 4,909.756 1,018.4 1,018.4 10,000,000 8,412,280 Series D 91,195.000 91,194.915 666.7 666.7 121,000,000 87,189,092 Series U 66,141.000 66,140.480 1,048.4 1,048.4 72,558,109 69,926,851 307,299.000 307,298.151 253,045,305 207,417,237 |
Common stock (Tables)
Common stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Common stock [Abstract] | |
Schedule of common stock reserved for future issuance | March 31, December 31, Conversion of outstanding redeemable convertible preferred stock - 33,083,858 Restricted stock units (vested pending settlement and unvested) 2,942,527 5,455,290 Warrants 15,584,965 1,610,731 Convertible debentures 2,533,653 - Remaining shares available for future issuance under the RSU plan 2,952,736 3,553,731 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Schedule of summarizes revenue by the company’s service | Three months ended 2023 2022 Core subscription revenue 13,640,744 12,484,365 Sale of operational products recognized point in time 1,866,974 1,574,237 15,507,718 14,058,602 |
Scheule of the disaggregation of revenue | Three months ended 2023 2022 Australia 556,837 998,361 France 4,001,589 3,193,675 India 17,714 — Japan 113,269 140,587 Singapore 128,195 80,621 UAE 340,541 55,482 United Kingdom 316,852 393,240 United States 9,652,548 9,133,088 Others 380,173 63,548 15,507,718 14,058,602 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net loss per share attributable to common stockholders [Abstract] | |
Schedule of basic and diluted net loss per share attributable to common stockholders | For the three months ended 2023 2022 Net loss attributable to common stockholders (19,158,148 ) (3,808,172 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 16,004,795 7,747,665 Net loss per share attributable to common stockholders, basic and diluted (1.20 ) (0.49 ) |
Schedule of computation of diluted net loss per share | For the three months ended 2023 2022 Redeemable convertible preferred stock — 33,083,858 Stock based compensation — 2,173,404 Unvested restricted stock units 2,706,325 — Warrants 15,584,965 741,353 Convertible debentures 2,553,653 — Total 20,844,943 35,998,615 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurements [Abstract] | |
Schedule of financial assets and liabilities | As of March 31, 2023 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – borrowings (1) — — 9,475,769 9,475,769 Warrant liabilities – Public warrants (2) — — 948,750 948,750 Warrant liabilities – private placement warrants (2) — — 572,000 572,000 Embedded derivative (3) — — 708,505 708,505 Working capital loan (4) — — 1,183,335 1,183,335 As of December 31, 2022 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities borrowings (1) — — 16,765,776 16,765,776 (1) The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert and Blue Torch borrowings, were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. (2) Public and private placement warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. (3) The fair value of the embedded derivative liability of the convertible debentures was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates (4) The discounted cash flow method was used to fair value the working capital loan. |
Schedule of fair value of warrant liabilities | For the three months ended 2023 2022 Liability at beginning of the period 16,765,776 5,376,932 Additions — — Change in fair value (1) (7,290,007 ) (1,700,221 ) Liability at end of the period 9,475,769 3,676,711 (1) Changes in the fair value of warrant liabilities and working capital loans are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. |
Schedule of changes in fair value of the public and private placements warrants and working capital loan | For the Acquired in the Business Combination 2,296,333 Change in fair value (1) (775,583 ) Balance as of March 31, 2023 1,520,750 For the Acquired in Business Combination 421,900 Change in fair value (1) 761,435 Balance as of March 31, 2023 1,183,335 (1) Changes in the fair value of warrant liabilities and working capital loans are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. |
Schedule of fair value of embedded derivative on convertible debentures | For the Addition during the year 708,505 Change in fair value — Balance as of March 31, 2023 708,505 (1) Changes in the fair value of warrant liabilities and working capital loans are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of table presents the company’s future minimum purchase commitments | Contractual 2023 (April to December) 2,475,000 2024 3,600,000 6,075,000 |
Organization and description _2
Organization and description of business (Details) | 3 Months Ended | |
Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Organization and description of business [Abstract] | ||
Conversion ratio | 107.66 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Summary of significant accoun_2
Summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of significant accounting policies (Details) [Line Items] | ||
Credit card amount | $ 32,651 | $ 32,198 |
Office premises | 312,245 | 307,373 |
Escrow deposited | 46,000,000 | |
Held in account | 40,298,657 | 44,058,573 |
Annual gross revenue | 1,235,000,000 | |
Market value of common stock | 700,000,000 | |
Debt securities | 91,247,204 | $ 88,346,648 |
Non Convertible Debt Securities [Member] | ||
Summary of significant accounting policies (Details) [Line Items] | ||
Debt securities | $ 1,000,000,000 |
Recapitalization (Details)
Recapitalization (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Recapitalization (Details) [Line Items] | |
Gross proceeds | $ 2,235,551 |
Transaction costs | 2,030,677 |
Shares redemption | $ 10,205,269 |
Initial public offering [Member] | |
Recapitalization (Details) [Line Items] | |
Shares issued (in Shares) | shares | 8,625,000 |
Warrants [Member] | |
Recapitalization (Details) [Line Items] | |
Shares issued (in Shares) | shares | 5,200,000 |
Class A Common Stock [Member] | |
Recapitalization (Details) [Line Items] | |
Aggregate payment | $ 105,264,009 |
Recapitalization (Details) - Sc
Recapitalization (Details) - Schedule of reconciles the elements of the business combination | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of Reconciles the Elements of the Business Combination [Abstract] | |
Cash-trust and cash, net of redemptions | $ 2,235,551 |
Less: transaction costs and advisory fees, paid | (2,030,677) |
Net proceeds from the Business Combination | 204,874 |
Accrued expenses and other current liabilities | (12,947,639) |
Less: public and private placement warrants | (2,296,333) |
Less: promissory note and working capital loan | (1,795,280) |
Less: others, net | (445,535) |
Reverse recapitalization, net | $ (17,279,913) |
Recapitalization (Details) - _2
Recapitalization (Details) - Schedule of number of shares of common stock issued ofconsummation of the business combination | Mar. 31, 2023 shares |
Recapitalization (Details) - Schedule of number of shares of common stock issued ofconsummation of the business combination [Line Items] | |
Business Combination shares | 4,274,125 |
Near Holding Shares | 42,109,018 |
Common stock immediately after the Business Combination | 46,383,143 |
Less: Redemption of KludeIn Class A common stock | (10,205,269) |
Class A common stock of KludeIn | 199,125 |
Class A common stock [Member] | |
Recapitalization (Details) - Schedule of number of shares of common stock issued ofconsummation of the business combination [Line Items] | |
KludeIn common stock, outstanding prior to the Business Combination | 10,404,394 |
Class B common stock [Member] | |
Recapitalization (Details) - Schedule of number of shares of common stock issued ofconsummation of the business combination [Line Items] | |
KludeIn common stock, outstanding prior to the Business Combination | 4,075,000 |
Recapitalization (Details) - _3
Recapitalization (Details) - Schedule of number of near holdings shares was determined | 3 Months Ended |
Mar. 31, 2023 shares | |
Recapitalization (Details) - Schedule of number of near holdings shares was determined [Line Items] | |
Near Holdings Shares | 391,129.045 |
Near Holdings Shares after conversion ratio | 42,109,018 |
Common Stock [Member] | |
Recapitalization (Details) - Schedule of number of near holdings shares was determined [Line Items] | |
Near Holdings Shares | 77,057.894 |
Near Holdings Shares after conversion ratio | 8,296,074 |
Convertible Preferred Stock [Member] | |
Recapitalization (Details) - Schedule of number of near holdings shares was determined [Line Items] | |
Near Holdings Shares | 307,298.151 |
Near Holdings Shares after conversion ratio | 33,083,858 |
Settlement on vesting of restricted share units [Member] | |
Recapitalization (Details) - Schedule of number of near holdings shares was determined [Line Items] | |
Near Holdings Shares | 6,773 |
Near Holdings Shares after conversion ratio | 729,086 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, net [Abstract] | ||
Allowance for credit losses percentage | 12% | 12% |
Accounts receivable, net | $ 697,595 | $ 1,817,073 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details) - Schedule of accounts receivable net consists - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable Net Consists [Abstract] | ||
Accounts receivable | $ 28,610,774 | $ 29,429,331 |
Allowance for credit losses | (3,376,574) | (3,417,845) |
Accounts receivable, net | $ 25,234,200 | $ 26,011,486 |
Accounts receivable, net (Det_3
Accounts receivable, net (Details) - Schedule of company’s allowance for credit losses - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company's Allowance for Credit Losses [Abstract] | ||
Opening balance | $ 3,417,845 | $ 2,073,836 |
Additions charged | 35,840 | 1,344,009 |
Bad debts written off | (77,111) | |
Closing balance | $ 3,376,574 | $ 3,417,845 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) | Nov. 18, 2022 USD ($) |
Prepaid expenses and other current assets [Abstract] | |
Aggregate principal amount | $ 686,690 |
Prepaid expenses and other cu_4
Prepaid expenses and other current assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Prepaid Expenses and other Current Assets [Abstract] | |||
Advanced income and non-income taxes | $ 493,267 | $ 648,729 | |
Deposits | 300,932 | 349,041 | |
Prepaid expenses | 1,997,312 | 913,101 | |
Contract assets | 177,603 | 283,772 | |
Advance to related party (note 21) | 1,797,313 | ||
Promissory note | [1] | 686,690 | |
Other receivables | 406,841 | 284,622 | |
Total | $ 3,375,955 | $ 4,963,268 | |
[1] KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690. The promissory note was non-interest bearing and was eliminated in consolidation upon the Business Combination. |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property and equipment, net [Abstract] | ||
Property and equipment amount | $ 1,118,137 | $ 1,094,965 |
Property and equipment, net (_2
Property and equipment, net (Details) - Schedule of property and equipment net - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 13,488,717 | $ 13,346,497 |
Less: Accumulated depreciation and amortization | (9,840,459) | (8,722,333) |
Others | 3,648,258 | 4,624,164 |
Capital work in progress | 52,156 | 34,415 |
Property, plant and equipment, net | 3,700,414 | 4,658,579 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 394,378 | 387,267 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 94,564 | 90,111 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 325,354 | 194,715 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 2,685 | 2,668 |
Servers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 12,671,736 | $ 12,671,736 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intangible assets, net [Abstract] | ||
Amortization expense of intangible assets | $ 1,604,313 | $ 1,284,343 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | ||
Gross carrying amount | $ 20,039,946 | $ 20,037,293 |
Accumulated amortization | (10,954,929) | (9,348,185) |
Net | 9,085,017 | 10,689,108 |
Customer Relationships [Member] | ||
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | ||
Gross carrying amount | 12,587,657 | 12,585,004 |
Accumulated amortization | (7,026,378) | (5,978,395) |
Net | 5,561,279 | 6,606,609 |
Software platform [Member] | ||
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | ||
Gross carrying amount | 5,622,053 | 5,622,053 |
Accumulated amortization | (3,748,035) | (3,279,532) |
Net | 1,874,018 | 2,342,521 |
Non compete agreement [Member] | ||
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | ||
Gross carrying amount | 1,830,236 | 1,830,236 |
Accumulated amortization | (180,516) | (90,258) |
Net | $ 1,649,720 | $ 1,739,978 |
Intangible assets, net (Detai_3
Intangible assets, net (Details) - Schedule of company’s intangible assets for future periods | Mar. 31, 2023 USD ($) |
Schedule of Company SIntangible Assets for Future Periods [Abstract] | |
2023 (April to December) | $ 4,798,619 |
2024 | 2,570,106 |
2025 | 1,073,202 |
2026 | 366,047 |
2027 | 277,043 |
Total future amortization expense | $ 9,085,017 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of changes in carrying value of goodwill - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Changes in Carrying Value of Goodwill [Abstract] | ||
Opening balance | $ 61,994,758 | $ 62,387,725 |
Closing balance | 62,073,433 | 61,994,758 |
Effect of exchange rate changes | $ 78,675 | $ (392,967) |
Convertible Debentures (Details
Convertible Debentures (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Convertible Debentures (Details) [Line Items] | |
Aggregate principal amount (in Dollars) | $ 5,969,325 |
Interest rate | 0.01% |
Conversion price (in Dollars per share) | $ / shares | $ 10.01 |
Weighted average interest rate | 75% |
Aggregate shares (in Shares) | shares | 149,234 |
Exercise period | 4 years |
Exercise price (in Dollars per share) | $ / shares | $ 0.01 |
Fair value of warrants (in Dollars) | $ 483,649 |
Expected volatility rate | 39.50% |
Risk -free interest rate | 14.85% |
Convertible debentures outstanding balance (in Dollars) | $ 4,027,171 |
Floor [Member] | |
Convertible Debentures (Details) [Line Items] | |
Conversion price (in Dollars per share) | $ / shares | $ 2.06 |
Black Scholes option pricing model [Member] | |
Convertible Debentures (Details) [Line Items] | |
Dividend yield | 0% |
Expected volatility rate | 39.50% |
Risk -free interest rate | 3.70% |
Remaining life | 4 years |
Monte Carlo [Member] | |
Convertible Debentures (Details) [Line Items] | |
Derivative liabilities (in Dollars) | $ 708,505 |
Convertible Debentures (Detai_2
Convertible Debentures (Details) - Schedule of estimated fair value of working capital loan - Convertible debentures [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Debentures (Details) - Schedule of estimated fair value of working capital loan [Line Items] | |
Volatility | 39.50% |
Risk-free rate | 3.72% |
Contractual term (years) | 3 years 10 months 6 days |
Borrowings (Details)
Borrowings (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 04, 2022 USD ($) | May 23, 2023 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 EUR (€) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | Jul. 31, 2022 | |
Borrowings (Details) [Line Items] | |||||||
Bear interest rate | 0.75% | ||||||
Commitment amount | $ 100,000,000 | ||||||
Adjusted percentage | 9.75% | ||||||
Subject to rate percentage | 3.891% | ||||||
Maturity date | Nov. 04, 2026 | ||||||
Proceeds from fund | $ 46,000,000 | ||||||
Amount withdrawn | $ 6,000,000 | ||||||
Disbursed amount | $ 15,191,125 | ||||||
Exercisable shares (in Shares) | shares | 1,039,996 | ||||||
Price per warrant (in Dollars per share) | $ / shares | $ 0.01 | ||||||
Warrants expired term | 5 years | ||||||
Liquidity | $ 575,000,000 | ||||||
Cash | 15,885,290 | $ 16,599,897 | |||||
Net cash proceeds | 50,000,000 | ||||||
Aggregate amount (in Euro) | € | € 20,000,000,000,000 | € 2,000,000 | |||||
Bearing interest rate | 5,000,000% | ||||||
Aggregate principal amount | 5,969,325 | ||||||
Net proceeds | 5,219,325 | ||||||
KludeIn trust account | 8,000,000 | ||||||
Additional warrants | 1 | ||||||
Fair value | 1,183,335 | ||||||
KludeIn [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Working capital loan | 1,225,000 | ||||||
Fair value | $ 421,900 | ||||||
Minimum [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Interest bearing rate | 1.46% | ||||||
Repayable range | 7 years | ||||||
Repayment of existing debt | 34,993,903 | ||||||
Maximum [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Interest bearing rate | 5.78% | ||||||
Repayable range | 8 years | ||||||
Repayment of existing debt | $ 100,000,000 | ||||||
Financing Agreement [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Exercisable shares (in Shares) | shares | 1,039,996 | ||||||
Price per warrant (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Warrants expired term | 10 years | ||||||
Promissory note [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Aggregate amount | $ 1,373,380 | ||||||
KludeIn trust account [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Cash | 8,000,000 | ||||||
Committed Junior Investments [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Cash | 8,500,000 | ||||||
Junior Capital Financing Conditions [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Cash | $ 8,500,000 |
Borrowings (Details) - Schedule
Borrowings (Details) - Schedule of borrowings - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Borrowings [Abstract] | ||
Blue Torch finance, net of debt amortization expenses | $ 87,295,194 | $ 86,758,378 |
BPI France | 689,598 | 839,473 |
BNP Paribas | 705,697 | 748,797 |
Working capital loan | 1,183,335 | |
Promissory note | 1,373,380 | |
Total | $ 91,247,204 | $ 88,346,648 |
Borrowings (Details) - Schedu_2
Borrowings (Details) - Schedule of estimated fair value of working capital loan borrowings | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of Estimated Fair Value of Working Capital Loan Borrowings [Abstract] | |
Discount rate | 14.85% |
Contractual term (years) | 3 months |
Note Principal | $ 1,225,000 |
Borrowings (Details) - Schedu_3
Borrowings (Details) - Schedule of aggregate maturities of long-term borrowings | Mar. 31, 2023 USD ($) |
Schedule Of Aggregate Maturities Of Long Term Borrowings Abstract | |
2023 (April to December) | $ 5,060,524 |
2024 | 537,633 |
2025 | 387,004 |
2026 | 102,060,364 |
Total: aggregate maturities of long-term borrowings | 108,045,525 |
Less: carrying value of unamortized borrowings financing costs | (16,798,321) |
Net maturities of long-term borrowings | 91,247,204 |
Less: current portion of long-term borrowings | (5,196,952) |
Long-term borrowings | $ 86,050,252 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 22, 2023 | Mar. 31, 2023 | |
Accounts Payable (Details) [Line Items] | ||
Accounts payables amount | $ 11,018,750 | |
Fee payable | $ 6,000,000 | |
Non-refundable cash fee | $ 2,000,000 | |
Underwriting fees payable | $ 3,018,750 | |
Cantor Fitzgerald Omnibus Fee [Member] | ||
Accounts Payable (Details) [Line Items] | ||
Common stock, description | (i) 600,000 shares of Near Common Stock and (ii) the quotient obtained by dividing (x) $6,000,000 by (y) the VWAP of the Near Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Advisory Fee Shares, provided that clause (y) may in no event be less than $2.06. | |
Underwriting Fees [Member] | ||
Accounts Payable (Details) [Line Items] | ||
Common stock, description | (i) 301,875 shares of Common Stock and (ii) the quotient obtained by dividing (x) $3,018,750 by (y) the VWAP of the Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Deferred Compensation Shares, provided that clause (y) may in no event be less than $2.06. |
Accounts Payable (Details) - Sc
Accounts Payable (Details) - Schedule of accounts payable - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of accounts payable [Abstract] | ||
Accounts payable | $ 26,015,170 | $ 9,992,164 |
Total | $ 26,015,170 | $ 9,992,164 |
Stock based compensation (Detai
Stock based compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 02, 2023 | Mar. 23, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Stock based compensation (Details) [Line Items] | |||||
Exercisable options vested term | 10 years | ||||
Granted options vest rate | 25% | ||||
Stock-based compensation cost (in Dollars) | $ 47,388 | ||||
Aggregate shares | 37,850 | ||||
Exceed shares | 5,895,263 | ||||
Aggregate number of shares outstanding | 5% | ||||
Granted fair value | 2,133,949 | 199,796 | |||
Total RSU’s vested | 152,940 | ||||
RSUs cancelled consideration | 4,074,944 | ||||
RSUs gross settled | 729,086 | ||||
RSUs pending settlement | 236,202 | ||||
Total compensation cost (in Dollars) | $ 5,839,117 | ||||
Employee Stock Option Plan 2014 (“ESOP 2014”) [Member] | |||||
Stock based compensation (Details) [Line Items] | |||||
Vest period | 4 years | ||||
2022 Employee Restricted Stock Unit Plan (“RSU Plan”) [Member] | |||||
Stock based compensation (Details) [Line Items] | |||||
Stock-based compensation cost (in Dollars) | $ 22.9 | ||||
RSUs [Member] | |||||
Stock based compensation (Details) [Line Items] | |||||
Vest period | 1 year 1 month 6 days | ||||
Employee Stock Option Plan 2014 [Member] | |||||
Stock based compensation (Details) [Line Items] | |||||
Total RSU’s vested | 5,040,232 |
Stock based compensation (Det_2
Stock based compensation (Details) - Schedule of RSUs | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | ||
Schedule of Rsus [Abstract] | ||
Number of shares, Unvested units beginning | shares | 5,968 | |
Weighted average grant date fair value per share, Unvested units beginning | $ / shares | $ 1,351.15 | [1] |
Number of share, Retroactive application of Conversion Ratio | shares | 636,309 | |
Weighted average grant date fair value per share, Retroactive application of Conversion Ratio | $ / shares | $ (1,338.22) | [1] |
Number of shares, Unvested units | shares | 642,277 | |
Weighted average grant date fair value per share, Unvested units | $ / shares | $ 12.93 | [1] |
Number of shares, Granted | shares | 2,333,745 | |
Weighted average grant date fair value per share, Granted | $ / shares | $ 10.57 | [1] |
Number of shares, Vested pending settlement | shares | (74,284) | |
Weighted average grant date fair value per share, Vested pending settlement | $ / shares | $ 12.98 | [1] |
Number of shares, Vested settled | shares | (152,940) | |
Weighted average grant date fair value per share, Vested settled | $ / shares | $ 12.97 | [1] |
Number of shares, Cancelled | shares | (42,473) | |
Weighted average grant date fair value per share, Cancelled | $ / shares | $ 12.74 | [1] |
Number of shares, Unvested units ending | shares | 2,706,325 | |
Weighted average grant date fair value per share, Unvested units ending | $ / shares | $ 10.8 | [1] |
[1] Out of the total RSU’s granted, 2,133,949 RSU’s were granted on January 1, 2023 (1,380,326 was granted to a director) and the fair value of the RSUs is estimated based on the fair value of the Near Intelligence, Inc. common stock which reflects a pre-money enterprise value as at the grant date and 199,796 RSU’s were granted to directors on March 23, 2023 and the fair value of each RSUs is the market price of one common share of the Company on the date of grant. |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 1 Months Ended | 3 Months Ended | |||
Apr. 29, 2022 USD ($) $ / shares | Feb. 25, 2021 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 EUR (€) shares | Feb. 25, 2021 $ / shares | |
Derivative Liabilities (Details) [Line Items] | |||||
Granted the lender, warrants | $ 730,000 | € 1,050,000 | € 1,200,000 | ||
Strike price, per share | $ 9.75 | $ 4.64 | $ 6.78 | ||
Minimum payout (in Euro) | € | 2,500,000 | ||||
Equity per warrant | $ 5.8 | ||||
Equity share value (in Dollars) | $ | $ 10.45 | ||||
Warrants exit value (in Euro) | € | € 300,000 | ||||
Exercisable shares (in Shares) | shares | 1,039,996 | ||||
Common stock per share | $ 0.001 | ||||
Public warrants (in Shares) | shares | 8,625,000 | 8,625,000 | |||
Warrants issued (in Shares) | shares | 5,200,000 | ||||
Public warrants outstanding (in Shares) | shares | 8,625,000 | ||||
Warrants expire term | 5 years | ||||
Price per warrant | $ 0.01 | ||||
Exceeds per share | $ 18 | ||||
Private placement warrants outstanding (in Shares) | shares | 5,200,000 | ||||
Warrant [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Minimum payout (in Euro) | € | € 1,500,000 | ||||
Minimum [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Equity per warrant | $ 4.3 | ||||
Equity share value (in Dollars) | $ | $ 8.94 | ||||
Maximum [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Equity per warrant | $ 6.28 | ||||
Equity share value (in Dollars) | $ | $ 13.06 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of assumptions used in calculating estimated fair value of such warrant liabilities - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities [Abstract] | ||
Volatility | 39.50% | |
Risk-free rate | 14.85% | |
Contractual term (years) | 3 months | |
Number of warrants in aggregate (in Shares) | 1,610,731 | 1,610,731 |
Minimum [Member] | ||
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities [Abstract] | ||
Volatility | 85% | |
Risk-free rate | 3.75% | 3.80% |
Contractual term (years) | 1 year 9 months 3 days | 6 years 1 month 6 days |
Exercise price (in Dollars per share) | $ 8.94 | $ 4.64 |
Maximum [Member] | ||
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities [Abstract] | ||
Volatility | 91.80% | |
Risk-free rate | 4.20% | 3.90% |
Contractual term (years) | 3 years 7 months 6 days | 9 years 10 months 24 days |
Exercise price (in Dollars per share) | $ 14.12 | $ 14.04 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of assumptions used in calculating estimated fair value of public warrants and private placement warrants - Public Warrants and Private Placement Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule of assumptions used in calculating estimated fair value of public warrants and private placement warrants [Abstract] | |
Volatility | 39.50% |
Risk-free rate | 3.54% |
Dividend yield | 0% |
Stock price (in Dollars per share) | $ 2.52 |
Remaining term (years) | 4 years 11 months 23 days |
Exercise price (in Dollars per share) | $ 11.5 |
Number of warrants in aggregate (in Shares) | shares | 13,825,000 |
Redeemable convertible prefer_3
Redeemable convertible preferred stock (Details) | Mar. 31, 2023 shares |
Redeemable convertible preferred stock (Details) [Line Items] | |
Shares of common stock | 33,083,858 |
Series U Preferred Stock [Member] | |
Redeemable convertible preferred stock (Details) [Line Items] | |
Shares issued | 307,298.151 |
Redeemable convertible prefer_4
Redeemable convertible preferred stock (Details) - Schedule of redeemable convertible preferred stock | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 307,299 |
Shares issued and outstanding | shares | 307,298.151 |
Aggregate redemption amount | $ | $ 253,045,305 |
Carrying value | $ | $ 207,417,237 |
Series A [Member] | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 95,418 |
Shares issued and outstanding | shares | 95,418 |
Issuance price per share | $ / shares | $ 62.8 |
Per share conversion price | $ / shares | $ 62.8 |
Aggregate redemption amount | $ | $ 11,987,196 |
Carrying value | $ | $ 9,814,725 |
Series B [Member] | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 49,635 |
Shares issued and outstanding | shares | 49,635 |
Issuance price per share | $ / shares | $ 377.8 |
Per share conversion price | $ / shares | $ 377.8 |
Aggregate redemption amount | $ | $ 37,500,000 |
Carrying value | $ | $ 32,074,289 |
Series C [Member] | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 4,910 |
Shares issued and outstanding | shares | 4,909.756 |
Issuance price per share | $ / shares | $ 1,018.4 |
Per share conversion price | $ / shares | $ 1,018.4 |
Aggregate redemption amount | $ | $ 10,000,000 |
Carrying value | $ | $ 8,412,280 |
Series D [Member] | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 91,195 |
Shares issued and outstanding | shares | 91,194.915 |
Issuance price per share | $ / shares | $ 666.7 |
Per share conversion price | $ / shares | $ 666.7 |
Aggregate redemption amount | $ | $ 121,000,000 |
Carrying value | $ | $ 87,189,092 |
Series U [Member] | |
Schedule of redeemable convertible preferred stock [Abstract] | |
Authorized par value | shares | 66,141 |
Shares issued and outstanding | shares | 66,140.48 |
Issuance price per share | $ / shares | $ 1,048.4 |
Per share conversion price | $ / shares | $ 1,048.4 |
Aggregate redemption amount | $ | $ 72,558,109 |
Carrying value | $ | $ 69,926,851 |
Common stock (Details)
Common stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 20,746,276 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Converted shares | 4,274,125 | |
Common stock basis | 83,830.894 | |
Common stock, shares issued | 9,025,160 | |
Common stock, shares outstanding | 9,025,160 | |
Common Stock, voting rights | The holders of common stock are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. | |
Common stock, shares issued | 46,383,143 | 8,296,074 |
Common stock, shares outstanding | 46,383,143 | 8,296,074 |
Common Stock [Member] | ||
Common stock (Details) [Line Items] | ||
Common stock, shares issued | 46,383,143 | 8,296,074 |
Common stock, shares outstanding | 46,383,143 | 8,296,074 |
Common stock (Details) - Schedu
Common stock (Details) - Schedule of common stock reserved for future issuance - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of common stock reserved for future issuance [Abstract] | ||
Conversion of outstanding redeemable convertible preferred stock | 33,083,858 | |
Restricted stock units (vested pending settlement and unvested) | 2,942,527 | 5,455,290 |
Warrants | 15,584,965 | 1,610,731 |
Convertible debentures | 2,533,653 | |
Remaining shares available for future issuance under the RSU plan | 2,952,736 | 3,553,731 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue (Details) [Line Items] | |||
Accounts receivable percentage | 57.90% | ||
Revenues recognized (in Dollars) | $ 1,483,827 | $ 909,382 | |
One customer [Member] | |||
Revenue (Details) [Line Items] | |||
Company revenue percentage | 28.50% | 31.10% | |
Accounts receivable percentage | 61.40% | ||
Two customers [Member] | |||
Revenue (Details) [Line Items] | |||
Company revenue percentage | 22.10% | 23.80% | |
Accounts receivable percentage | 10.80% | ||
Three customers [Member] | |||
Revenue (Details) [Line Items] | |||
Accounts receivable percentage | 15.90% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of summarizes revenue by the company’s service - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Summarizes Revenue by the Company Service [Abstract] | ||
Core Subscription Revenue | $ 13,640,744 | $ 12,484,365 |
Sale of operational products recognized point in time | 1,866,974 | 1,574,237 |
Total | $ 15,507,718 | $ 14,058,602 |
Revenue (Details) - Scheule of
Revenue (Details) - Scheule of the disaggregation of revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | $ 15,507,718 | $ 14,058,602 |
Australia [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 556,837 | 998,361 |
France [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 4,001,589 | 3,193,675 |
India [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 17,714 | |
Japan [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 113,269 | 140,587 |
Singapore [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 128,195 | 80,621 |
UAE [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 340,541 | 55,482 |
United Kingdom [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 316,852 | 393,240 |
United States [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | 9,652,548 | 9,133,088 |
Others [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Revenue | $ 380,173 | $ 63,548 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income taxes [Abstract] | ||
Recognized income tax expense | $ 120,518 | $ 61,691 |
Effective tax rate | (0.60%) | (1.60%) |
Net loss per share attributab_3
Net loss per share attributable to common stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||
Net loss attributable to common stockholders | $ (19,158,148) | $ (3,808,172) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 16,004,795 | 7,747,665 |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.2) | $ (0.49) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 16,004,795 | 7,747,665 |
Net loss per share attributable to common stockholders, diluted | $ (1.20) | $ (0.49) |
Net loss per share attributab_5
Net loss per share attributable to common stockholders (Details) - Schedule of computation of diluted net loss per share - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Computation of Diluted Net Loss Per Share [Abstract] | ||
Redeemable convertible preferred stock | $ 33,083,858 | |
Stock based compensation | 2,173,404 | |
Unvested restricted stock units | 2,706,325 | |
Warrants | 15,584,965 | 741,353 |
Convertible debentures | 2,553,653 | |
Total | $ 20,844,943 | $ 35,998,615 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [1] | $ 9,475,769 | $ 16,765,776 |
Public Warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | 948,750 | |
Private placement warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | 572,000 | |
Embedded Derivative Financial Instruments [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [3] | 708,505 | |
Working capital borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [4] | 1,183,335 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [1] | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Private placement warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Embedded Derivative Financial Instruments [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [3] | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Working capital borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [4] | ||
Significant Other Observable Inputs (Level 2) [Member] | Borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [1] | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | ||
Significant Other Observable Inputs (Level 2) [Member] | Private placement warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | ||
Significant Other Observable Inputs (Level 2) [Member] | Embedded Derivative Financial Instruments [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [3] | ||
Significant Other Observable Inputs (Level 2) [Member] | Working capital borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [4] | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [1] | 9,475,769 | $ 16,765,776 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | 948,750 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private placement warrants [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [2] | 572,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Embedded Derivative Financial Instruments [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [3] | 708,505 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Working capital borrowings [Member] | |||
Liabilities | |||
Warrant liabilities – borrowings | [4] | $ 1,183,335 | |
[1] The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert and Blue Torch borrowings, were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates. The fair value of the embedded derivative liability of the convertible debentures was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates The discounted cash flow method was used to fair value the working capital loan. |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Schedule of Fair Value of Warrant Liabilities [Abstract] | |||
Liability at beginning of the period | $ 16,765,776 | $ 5,376,932 | |
Additions | |||
Change in fair value | [1] | (7,290,007) | (1,700,221) |
Liability at end of the period | $ 9,475,769 | $ 3,676,711 | |
[1]Changes in the fair value of warrant liabilities are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in fair value of the public and private placements warrants and working capital loan | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Public and private placements warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Acquired in the Business Combination | $ 2,296,333 | |
Change in fair value(1) | (775,583) | [1] |
Balance | 1,520,750 | |
Working capital loan [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Acquired in the Business Combination | 421,900 | |
Change in fair value(1) | 761,435 | [1] |
Balance | $ 1,183,335 | |
[1]Changes in the fair value of warrant liabilities are reported in the condensed consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required. |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of embedded derivative on convertible debentures - Convertible debentures [Member] | Mar. 31, 2023 USD ($) |
Fair Value Measurements (Details) - Schedule of fair value of embedded derivative on convertible debentures [Line Items] | |
Addition during the year | $ 708,505 |
Change in fair value | |
Balance as of March 31, 2023 | $ 708,505 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of table presents the company’s future minimum purchase commitments | Mar. 31, 2023 USD ($) |
Schedule of table presents the company’s future minimum purchase commitments [Abstract] | |
2023 (April to December) | $ 2,475,000 |
2024 | 3,600,000 |
Total | $ 6,075,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||
Bearing interest amount | $ 1,777,675 | |
Bearing interest rate | 2.88% | |
Accrued interest | $ 32,358 | |
Borrowings amount | $ 2,213,493 | |
Short term borrowing | 34,974 | |
Accured expenses | 19,689 | |
Repaid amount | $ 2,126,860 | $ 118,633 |
Near Pte. Ltd., [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Bearing interest rate | 7% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Nov. 14, 2023 | May 18, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Nov. 18, 2022 | Jul. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||||||
Subsequent description | unpaid principal amount of the Part A-2 Convertible Debentures, together with any accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $10.01, or (ii) 75% of the average of the daily VWAPs (as defined below) during the 20 consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than a floor price of $0.45 (the “Floor Price”).Subject to the Stockholder Approval Requirement, any portion of the outstanding and unpaid principal amount of the Part B Convertible Debentures, together with any redemption premium and accrued but unpaid interest, may be converted into shares of Common Stock based on a conversion price of the lower of (i) $2.23, or (ii) 90.0% of the lowest daily VWAP of the Common Stock during the seven consecutive trading days prior to the conversion date, but not lower than the Floor Price. | the Company may, at its option, elect to redeem a portion or all amounts outstanding under either Part B Convertible Debenture in cash, plus a 5% redemption premium on the amount to be redeemed, provided that (i) the last reported closing price of the Common Stock is less than $2.23 and (ii) the Company provides the applicable holder with at least five business days’ prior written notice of its desire to exercise such redemption right. Upon receipt of a redemption notice, a holder shall have five business days to elect to convert all or any portion of its Part B Convertible Debenture in lieu of redemption.For purposes of the Convertible Debentures, “VWAP” means the daily dollar volume-weighted average price for such security on the Nasdaq Global Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions. Except for YA II PN, Ltd. (“Yorkville”), no Part A-2/Part B Investor may convert its Convertible Debentures until the transactions contemplated by the Securities Purchase Agreements have been approved by the Company’s stockholders in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval Requirement”). Yorkville may convert its Part B Convertible Debenture so long as the aggregate number of shares of Common Stock issued pursuant to its Part B Convertible Debenture does not exceed 6,004,000 shares (the “Exchange Cap”), provided, however, that the foregoing restriction will no longer apply upon satisfaction of the Stockholder Approval Requirement. Furthermore, the Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion would result in the applicable Investor and its affiliates having beneficial ownership of more than 4.99% (or in the case of one investor, 9.99%) of the Company’s then outstanding shares of Common Stock, provided that this limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Part A-2 Warrants have an exercise price of $0.01, subject to certain adjustments. The Part A-2 Warrants will be immediately exercisable into shares of Common Stock upon satisfaction of the Stockholder Approval Requirement and expire at 5:00 p.m. Eastern Time on May 18, 2027. No portion of the Part A-2 Warrants may be exercised to the extent that, after giving effect to such exercise, the applicable Part A-2 Investor and its affiliates would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, provided that this limitation may be waived by the Part A-2 Investor upon not less than 65 days’ prior notice to the Company. | ||||||
Interest rate | 2% | |||||||
Deferred consent fee | $ 5,000,000 | |||||||
Trust amount | 40,298,657 | $ 44,058,573 | ||||||
Aggregate principal amount | $ 686,690 | |||||||
Interest rate | 0.75% | |||||||
Outstanding principal amount | $ 1,000,000 | |||||||
Redemption premium percentage | 5% | |||||||
Exchange cap percentage | 95 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Agreement amount | $ 998,859 | |||||||
Final settlement | $ 1,650,000 | |||||||
Subsequent description | the Company was required to not permit its Liquidity (as defined in the Financing Agreement) to be less than the sum of (x) $15.0 million and (y) the DB/Harbert Deferred Payment Amount (as defined in the Financing Agreement), and (ii) from May 1, 2023 forward, the Company was required to not permit its Liquidity to be less than the sum of (x) $20.0 million and (y) the DB/Harbert Deferred Payment Amount. | |||||||
Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Subsequent description | the Company of (i) convertible debentures in an aggregate principal amount of $11,440,217 (the “Part B Convertible Debentures”) and (ii) an aggregate of 263,125 shares of Common Stock (the “Commitment Fee Shares”). The Part B Convertible Debentures were issued at an original issue discount of 8%, resulting in aggregate gross proceeds to the Company of $10,525,000. | |||||||
Interest rate | 0.01% | |||||||
Trust amount | $ 21,000,000 | |||||||
Aggregate principal amount | $ 2,500,000 | |||||||
Aggregate shares | 62,500 | |||||||
maturity date | Feb. 02, 2027 | |||||||
Interest rate | 15% | |||||||
Forecast [Member] | Convertible debentures [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Interest rate | 10% | |||||||
Financing Agreement [Member] | Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Subsequent description | the Company entered into that certain Waiver and Amendment No. 3 to Financing Agreement (“Waiver and Amendment No. 3”) with Near Intelligence LLC, the Company’s subsidiary guarantors, Blue Torch and the Required Lenders, pursuant to which, among other things, (i) Blue Torch waived the Existing Defaults and (ii) the parties agreed to amend certain terms of the Financing Agreement relating to (x) the Junior Capital Financing Conditions, (y) the minimum Liquidity requirements and (z) the leverage ratios required for withdrawals of proceeds under the Financing Agreement. In accordance with Waiver and Amendment No. 3, on or prior to May 20, 2023 (or such later date as may be agreed in writing), the net cash proceeds from the issuance of Junior Capital after March 23, 2023, plus net cash proceeds from the trust account (the “Trust Account”) following the Business Combination, must be at least $21.0 million in the aggregate (the “Amended Junior Capital Financing Condition”). In addition, the Subsequent Financing Condition was eliminated. Furthermore, (i) from April 14, 2023 to May 20, 2023, the Company may not permit its Liquidity to be less than the sum of (x) $10.0 million and (y) the DB/Harbert Deferred Payment Amount (as defined in the Financing Agreement) reduced by $3.8 million, and (ii) from May 20, 2023 forward, the Company may not permit its Liquidity to be less than $20.0 million. Additionally, pursuant to Waiver and Amendment No. 3, the parties agreed that $2.0 million of a $5.0 million deferred consent fee payable under the Financing Agreement is due and payable as of May 18, 2023, and has been automatically paid-in-kind and capitalized on the outstanding principal amount of the loans. The remaining $3.0 million of the deferred consent fee will become due and payable (i) if as of May 20, 2023, (x) the Company fails to obtain net cash proceeds from the issuance of Junior Capital after March 23, 2023 of at least $20.0 million and (y) after giving effect to payment of all outstanding fees and expenses related to the Business Combination, pro forma liquidity is not at least $32.0 million, or (ii) upon occurrence of certain other events of default under the Financing Agreement.The Company’s Board of Directors has authorized the issuance of up to $50.0 million of Junior Capital on terms substantially similar to those set forth in the Securities Purchase Agreements, of which approximately $21.0 million has been issued to date. As described below, on May 18, 2023, the Company raised additional Junior Capital in an amount which, together with the net proceeds from the issuance of the Part A-1 Convertible Debentures and the Trust Account, equaled or exceeded $21.0 million. Accordingly, the Company has satisfied the Amended Junior Capital Financing Condition. | |||||||
Securities Purchase Agreement [Member] | Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Subsequent description | the Company entered into a securities purchase agreement (the “Part A-2 Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part A-2 Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $2,500,000 (the “Part A-2 Convertible Debentures”) and (ii) warrants (the “Part A-2 Warrants”) to purchase an aggregate of 62,500 shares of Common Stock. Also on May 18, 2023, the Company entered into a securities purchase agreement (the “Part B Purchase Agreement”) with the investors listed on Schedule I thereto (the “Part B Investors” and together with the Part A-2 Investors, the “Part A-2/Part B Investors”), in connection with the issuance and sale by the Company of (i) convertible debentures in an aggregate principal amount of $11,440,217 (the “Part B Convertible Debentures”) and (ii) an aggregate of 263,125 shares of Common Stock (the “Commitment Fee Shares”). The Part B Convertible Debentures were issued at an original issue discount of 8%, resulting in aggregate gross proceeds to the Company of $10,525,000.The Part A-2 Convertible Debentures bear interest at an annual rate of 0.01% and will mature on the date that is the later of (i) February 2, 2027 and (ii) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement. The Part B Convertible Debentures bear interest at an annual rate of 10% and will mature on the date that is the later of (i) the one-year anniversary of the issuance date of the Part B Convertible Debentures or (ii) the earlier of (a) 90 days after the final maturity date of the term loans issued pursuant to the Financing Agreement or (b) the termination or repayment of the term loans issued pursuant to the Financing Agreement. The interest rate is subject to increase to 15% upon the occurrence and during the continuance of any Event of Default (as defined therein). The maturity date of any Part A-2 Convertible Debenture or Part B Convertible Debenture may be extended at the option of the applicable Part A-2/Part B Investor. The Part A-2 Convertible Debentures and Part B Convertible Debentures are subordinate to all obligations of the Company to Blue Torch under the Financing Agreement, including Blue Torch’s security interests in the Company’s property. |