Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Near Intelligence, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001826671 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 15,885,290 | $ 16,599,897 | $ 8,839,402 |
Restricted cash | 40,643,553 | 44,398,144 | 110,925 |
Marketable securities | 260,417 | ||
Short term investments | 1,111,483 | ||
Accounts receivable, net of allowance for credit losses | 25,234,200 | 26,011,486 | 16,759,840 |
Prepaid expenses and other current assets | 3,375,955 | 4,963,268 | 2,250,303 |
Total current assets | 85,138,998 | 91,972,795 | 29,332,370 |
Property and equipment, net | 3,700,414 | 4,658,579 | 8,733,023 |
Operating lease right-of-use assets | 3,847,575 | 4,038,350 | 2,700,886 |
Goodwill | 62,073,433 | 61,994,758 | 62,387,725 |
Intangible assets, net | 9,085,017 | 10,689,108 | 11,516,398 |
Other assets | 2,969,331 | 2,882,015 | 3,103,744 |
Total assets | 166,814,768 | 176,235,605 | 117,774,146 |
Current liabilities: | |||
Current portion of long-term borrowings | 5,196,952 | 2,783,060 | 7,785,066 |
Accounts payable | 26,015,170 | 9,992,164 | 9,033,635 |
Accrued expenses and other current liabilities | 23,152,873 | 20,004,468 | 7,267,190 |
Current portion of operating lease liabilities | 1,004,073 | 936,685 | 563,862 |
Total current liabilities | 55,369,068 | 33,716,377 | 24,649,753 |
Convertible debentures | 4,027,171 | ||
Long-term borrowings, less current portion | 86,050,252 | 85,563,588 | 10,685,089 |
Long-term operating lease liabilities | 3,068,581 | 3,299,259 | 2,223,501 |
Derivative liabilities | 11,705,024 | 16,765,776 | 5,376,932 |
Other liabilities | 431,701 | 731,100 | 190,521 |
Total liabilities | 160,651,797 | 140,076,100 | 43,125,796 |
Redeemable convertible preferred stock | |||
Redeemable convertible preferred stock | 207,417,237 | 207,417,237 | |
Stockholders’ equity (deficit) | |||
Common stock, value | 4,638 | 8 | 7 |
Additional paid-in-capital | 267,356,139 | 70,900,679 | 4,399,815 |
Accumulated deficit | (259,945,489) | (240,787,341) | (136,369,447) |
Accumulated other comprehensive loss | (1,252,317) | (1,371,078) | (799,262) |
Total stockholders’ equity (deficit) | 6,162,971 | (171,257,732) | (132,768,887) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 166,814,768 | 176,235,605 | 117,774,146 |
Kludein I Acquisition Corp. [Member] | |||
Current assets: | |||
Cash | 101,161 | 400,073 | |
Total current assets | 101,161 | 400,073 | |
Cash and marketable securities held in Trust Account | 107,332,749 | 172,580,609 | |
Total assets | 107,433,910 | 172,980,682 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 2,611,826 | 637,375 | |
Income taxes payable | 124,974 | ||
Working Capital Loan | 421,900 | ||
Near Extension Note | 686,690 | ||
Extension Funds from Sponsor | 1,373,380 | ||
Total current liabilities | 5,218,770 | 637,375 | |
Deferred tax liability, net | 71,622 | ||
Derivative liabilities | 1,106,000 | 8,311,710 | |
Deferred underwriting fee payable | 6,037,500 | 6,037,500 | |
Total liabilities | 12,433,892 | 14,986,585 | |
Commitments and contingencies | |||
Class A common stock subject to possible redemption; 10,404,394 and 17,250,000 shares at redemption value of $10.30 and $10.00 as of December 31, 2022 and 2021, respectively | 107,207,356 | 172,500,000 | |
Stockholders’ equity (deficit) | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; none issued or outstanding (excluding 10,404,394 and 17,250,000 shares subject to possible redemption as of December 31, 2022 and 2021, respectively) | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of December 31, 2022 and 2021 | 431 | 431 | |
Additional paid-in-capital | |||
Accumulated deficit | (12,207,769) | (14,506,334) | |
Total stockholders’ equity (deficit) | (12,207,338) | (14,505,903) | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 107,433,910 | $ 172,980,682 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for credit losses (in Dollars) | $ 3,376,574 | $ 3,417,845 | $ 2,073,836 |
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 | 253,045,305 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, par value 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 | |
Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, par value shares authorized | 192,701 | 192,701 | |
Common stock, shares issued | 77,057.894 | 71,963.894 | |
Common stock, shares outstanding | 77,057.894 | 71,963.894 | |
Redeemable Convertible Preferred Stock | |||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 307,299 | 307,299 | |
Redeemable convertible preferred stock, shares issued | 307,298.151 | 307,298.151 | |
Redeemable convertible preferred stock, shares outstanding | 307,298.151 | 307,298.151 | |
Redeemable convertible preferred stock, redemption amount | 253,045,305 | 253,045,305 | |
Kludein I Acquisition Corp. [Member] | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Kludein I Acquisition Corp. [Member] | Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, par value shares authorized | 280,000,000 | 280,000,000 | |
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Subject to possible redemption, shares | 10,404,394 | 17,250,000 | |
Subject to possible redemption value (in Dollars per share) | $ 10.3 | $ 10 | |
Kludein I Acquisition Corp. [Member] | Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, par value shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 4,312,500 | 4,312,500 | |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 15,507,718 | $ 14,058,602 | $ 59,745,771 | $ 45,320,675 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 5,143,559 | 4,278,200 | 18,667,419 | 12,918,041 |
Product and technology | 8,303,274 | 4,900,258 | 27,254,765 | 16,718,467 |
Sales and marketing | 5,161,670 | 4,692,273 | 23,508,921 | 10,731,042 |
General and administrative | 16,514,761 | 3,005,320 | 74,361,222 | 14,400,851 |
Depreciation and amortization | 2,722,450 | 2,379,308 | 9,818,985 | 8,230,623 |
Total costs and expenses | 37,845,714 | 19,255,359 | 153,611,312 | 62,999,024 |
Operating loss | (22,337,996) | (5,196,757) | (93,865,541) | (17,678,349) |
Interest expense, net | 3,999,180 | 748,851 | 6,158,784 | 2,667,400 |
Changes in fair value of derivative liabilities | (7,304,155) | (1,700,221) | (790,693) | 1,540,895 |
Loss (gain) on extinguishment of debt, net | 5,157,364 | (707,164) | ||
Other expense (income), net | 4,609 | (498,906) | (668,731) | (429,237) |
Loss before income tax expense | (19,037,630) | (3,746,481) | (103,722,265) | (20,750,243) |
Income tax expense | 120,518 | 61,691 | 499,167 | 305,356 |
Net loss attributable to Near Intelligence, Inc. and common stockholders | (19,158,148) | (3,808,172) | (104,221,432) | (21,055,599) |
Accretion to preference stock redemption value | (13,463,002) | |||
Net loss attributable to common stockholders | (19,158,148) | (3,808,172) | (104,221,432) | (34,518,601) |
Net loss attributable to common stockholders, basic and diluted | $ (19,158,148) | $ (3,808,172) | $ (104,221,432) | $ (34,518,601) |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (1.2) | $ (0.49) | $ (1,076.28) | $ (539.42) |
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 | 96,835.154 | 63,992.3 |
Kludein I Acquisition Corp. | ||||
Costs and expenses: | ||||
Operating loss | $ (3,900,302) | $ (1,605,912) | ||
Loss before income tax expense | 5,406,585 | (406,026) | ||
Income tax expense | (374,016) | |||
Net loss attributable to Near Intelligence, Inc. and common stockholders | 5,032,569 | (406,026) | ||
Formation and operational costs | 3,900,302 | 1,605,912 | ||
Transaction costs allocated to warrants | (523,013) | |||
Changes in fair value of derivative liabilities | 7,205,710 | 1,642,290 | ||
Change in fair value of Working Capital Loan | 341,057 | |||
Interest earned on marketable securities held in Trust Account | 1,760,120 | 78,398 | ||
Unrealized gain on marketable securities held in Trust Account | 2,211 | |||
Total other income, net | $ 9,306,887 | $ 1,199,886 | ||
Kludein I Acquisition Corp. | Class A Common Stock | ||||
Costs and expenses: | ||||
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ 0.28 | $ (0.02) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in Shares) | 13,930,350 | 16,776,099 | ||
Kludein I Acquisition Corp. | Class B Common Stock | ||||
Costs and expenses: | ||||
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ 0.28 | $ (0.02) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in Shares) | 4,312,500 | 4,297,047 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss attributable to common stockholders, diluted | (19,158,148) | (3,808,172) | (104,221,432) | (34,518,601) |
Net loss per share attributable to common stockholders, diluted (in Dollars per share) | $ (1.20) | $ (0.49) | $ (1,076.28) | $ (539.42) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 16,004,795 | 7,747,665 | 96,835.154 | 63,992.300 |
Kludein I Acquisition Corp. | Class A Common Stock | ||||
Net loss per share attributable to common stockholders, diluted (in Dollars per share) | $ 0.28 | $ (0.02) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 13,930,350 | 16,776,099 | ||
Kludein I Acquisition Corp. | Class B Common Stock | ||||
Net loss per share attributable to common stockholders, diluted (in Dollars per share) | $ 0.28 | $ (0.02) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 4,312,500 | 4,297,047 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (19,158,148) | $ (3,808,172) | $ (104,221,432) | $ (21,055,599) |
Other comprehensive income (loss): | ||||
Currency translation adjustments | 118,761 | (276,166) | (571,816) | (484,641) |
Total comprehensive loss attributable to Near Intelligence, Inc. | $ (19,039,387) | $ (4,084,338) | $ (104,793,248) | $ (21,540,240) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Unaudited - USD ($) | Redeemable convertible preferred stock | Class B Kludein I Acquisition Corp. Common stock | Kludein I Acquisition Corp. Additional Paid-in Capital | Kludein I Acquisition Corp. Accumulated Deficit | Kludein I Acquisition Corp. | Common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive loss | Total | ||
Balance at Dec. 31, 2020 | $ 124,614,493 | $ 431 | $ 24,569 | $ (1,893) | $ 23,107 | $ 4 | $ 4,262,236 | $ (101,850,846) | $ (314,621) | $ (97,903,227) | ||
Balance (in Shares) at Dec. 31, 2020 | 241,157.671 | 4,312,500 | 43,190 | |||||||||
Stock options exercised and pending allotment | 10,423 | 10,423 | ||||||||||
Stock based compensation | 77,020 | 77,020 | ||||||||||
Net income (loss) | (406,026) | (406,026) | (21,055,599) | (21,055,599) | ||||||||
Other comprehensive loss | (484,641) | (484,641) | ||||||||||
Balance at Dec. 31, 2021 | $ 207,417,237 | $ 431 | (14,506,334) | (14,505,903) | $ 7 | 4,399,815 | (136,369,447) | (799,262) | (132,768,887) | |||
Balance (in Shares) at Dec. 31, 2021 | 307,298.151 | 4,312,500 | 71,963.894 | |||||||||
Cash paid in excess of fair value for Private Placement Warrants | 1,456,000 | 1,456,000 | ||||||||||
Fair value of Founders Shares attributable to Anchor Investor | 4,411,238 | 4,411,238 | ||||||||||
Re-measurement of Class A common stock to redemption amount | (5,891,807) | (14,098,415) | (19,990,222) | |||||||||
Issuance of Series U redeemable convertible preferred stock (note 18) | $ 69,339,742 | |||||||||||
Issuance of Series U redeemable convertible preferred stock (note 18) (in Shares) | 66,140.48 | |||||||||||
Accretion to preferred stock redemption value | $ 13,463,002 | (4,252,433) | (13,463,002) | (13,463,002) | ||||||||
Issuance of common stock on exercise of stock options | $ 3 | 50,136 | 50,139 | |||||||||
Issuance of common stock on exercise of stock options (in Shares) | 28,773.894 | |||||||||||
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 (in Shares) at Mar. 31, 2022 | 33,083,858 | 7,747,665 | ||||||||||
Stock options exercised and pending allotment | 3,035 | 3,035 | ||||||||||
Stock based compensation | 47,388 | 47,388 | ||||||||||
Net income (loss) | (3,808,172) | (3,808,172) | ||||||||||
Other comprehensive 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, 2021 | $ 207,417,237 | $ 431 | (14,506,334) | (14,505,903) | $ 7 | 4,399,815 | (136,369,447) | (799,262) | (132,768,887) | |||
Balance (in Shares) at Dec. 31, 2021 | 307,298.151 | 4,312,500 | 71,963.894 | |||||||||
Stock options exercised and pending allotment | 3,035 | 3,035 | ||||||||||
Issuance of common stock on exercise of warrants | [1] | 22,800 | 22,800 | |||||||||
Issuance of common stock on exercise of warrants (in Shares) | 2,280 | |||||||||||
Allotment of common stock on stock options exercised previously | $ 1 | [1] | 1 | |||||||||
Allotment of common stock on stock options exercised previously (in Shares) | 2,814 | |||||||||||
Stock based compensation | 66,475,029 | 66,475,029 | ||||||||||
Net income (loss) | 5,032,569 | 5,032,569 | (104,221,432) | (104,221,432) | ||||||||
Other comprehensive loss | (571,816) | (571,816) | ||||||||||
Distribution of stockholders as part of reorganization (note 1) | (196,462) | (196,462) | ||||||||||
Balance at Dec. 31, 2022 | $ 207,417,237 | $ 431 | (12,207,769) | (12,207,338) | $ 8 | 70,900,679 | (240,787,341) | (1,371,078) | (171,257,732) | |||
Balance (in Shares) at Dec. 31, 2022 | 307,298.151 | 4,312,500 | 77,057.894 | |||||||||
Proceeds in excess of Fair Value of Convertible Note on issuance | 462,043 | 462,043 | ||||||||||
Re-measurement of Class A common stock to redemption amount | $ (462,043) | $ (2,734,004) | $ (3,196,047) | |||||||||
Accretion to preferred stock redemption value | ||||||||||||
Balance as of December | $ 207,417,237 | $ 775 | 4,399,047 | (136,369,447) | (799,262) | (132,768,887) | ||||||
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 (in Shares) at Mar. 31, 2023 | 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 income (loss) | (19,158,148) | (19,158,148) | ||||||||||
Other comprehensive 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 | |||||||||||
Cash paid in excess of fair value for Private Placement Warrants | 1 | |||||||||||
Balance as of December | $ 207,417,237 | $ 830 | $ 70,899,857 | $ (240,787,341) | $ (1,371,078) | $ (171,257,732) | ||||||
[1]Denotes less than $1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (19,158,148) | $ (3,808,172) | $ (104,221,432) | $ (21,055,599) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2,722,450 | 2,379,308 | 9,818,985 | 8,230,623 |
Stock based compensation | 5,839,117 | 47,388 | 66,475,029 | 77,020 |
Gain on extinguishment of debt | (663,092) | (1,173,744) | ||
Loss on extinguishment of debt | 5,820,456 | 466,580 | ||
Changes in fair value of warrant liabilities | (790,693) | 1,540,895 | ||
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 | 1,400,885 | 72,577 |
In kind consideration of strategic investment | (1,500,000) | |||
Amortization of debt discount due to warrants | 688,040 | 256,775 | 1,602,100 | 1,121,747 |
Other | (146,209) | (353,669) | 1,301,166 | 126,513 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 844,423 | (2,563,756) | (16,631,361) | (1,615,519) |
Prepaid expenses and other current assets | (828,478) | (632,957) | (1,035,084) | (516,776) |
Operating lease right-of-use assets | 226,339 | 142,616 | (1,411,335) | (1,200,696) |
Other assets | (86,727) | 149,912 | 207,873 | (350,717) |
Accounts payable | 4,963,615 | (1,759,664) | 2,828,401 | (7,286,199) |
Accrued expenses and other current liabilities | 3,472,759 | 3,725,032 | 6,461,880 | 248,520 |
Operating lease liabilities | (201,227) | (136,411) | 1,528,589 | 1,237,852 |
Other liabilities | (300,663) | (10,349) | 564,168 | (19,675) |
Net cash used in operating activities | (9,233,024) | (4,189,268) | (26,743,465) | (21,596,598) |
Cash flows from investing activities: | ||||
Additions to property and equipment | (156,717) | (73,871) | (302,493) | (259,258) |
Asset acquisition (note 9) | (784,237) | |||
Proceeds from sale of property and equipment | 171,286 | |||
Proceeds from sale of marketable securities | 258,621 | 258,621 | 338,242 | |
Purchase of short term investments | (1,085,430) | |||
Proceeds from sale of short-term investments | 1,066,792 | 1,066,792 | ||
Purchase of strategic investment | (500,000) | |||
Advance to related party (note 28) | (1,777,675) | |||
Purchase of promissory note (note 6) | (686,690) | |||
Cash acquired in purchase of business | 2,707,863 | |||
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 (used in) investing activities | 1,825,832 | 1,251,542 | (2,225,682) | 1,372,703 |
Cash flows from financing activities | ||||
Proceeds from issuance of debt, net of issuance costs | 5,219,325 | 115,292,120 | 14,842,627 | |
Proceeds from exercise of stock options | 3,035 | 25,836 | 60,562 | |
Proceeds from short term borrowing from related party (note 28) | 2,213,493 | |||
Repayment of short-term borrowing from related party | (2,073,219) | (118,633) | ||
Cash distributed to stockholders as part of reorganization | (538,556) | |||
Repayments of debt | (234,326) | (1,606,469) | (35,674,154) | (6,693,137) |
Net cash (used in) provided by financing activities | 2,911,780 | (1,603,434) | 81,200,106 | 8,210,052 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 26,214 | (131,886) | (183,245) | (487,180) |
Net decrease in cash, cash equivalents and restricted cash | (4,469,198) | (4,673,046) | 52,047,714 | (12,501,023) |
Supplemental disclosure of cash flow information: | ||||
Redeemable convertible preferred stock issued in connection with an acquisition | 69,339,742 | |||
In kind consideration of strategic investment | 1,500,000 | |||
Accretion of redeemable convertible preferred stock | 13,463,002 | |||
In kind consideration of assets acquisition | 3,808,099 | |||
Right-of-use assets obtained in exchange for lease obligations | 1,917,196 | |||
Cash, cash equivalents and restricted cash at beginning of period | 60,998,041 | 8,950,327 | 8,950,327 | 21,451,350 |
Cash, cash equivalents and restricted cash at the end of the period | 56,528,843 | 4,277,281 | 60,998,041 | 8,950,327 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
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 | 429,546 | 210,079 |
Cash paid for interest on borrowings | 3,710,814 | 109,236 | 2,328,597 | 1,692,341 |
Business Combination transactions costs, accrued but not paid | 6,027,396 | |||
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 | |||
Kludein I Acquisition Corp | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 5,032,569 | (406,026) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (1,760,120) | (78,398) | ||
Unrealized gain on marketable securities held in Trust Account | (2,211) | |||
Change in fair value of Derivative liabilities | (7,205,710) | (1,642,290) | ||
Change in fair value of Working Capital Loan | (341,057) | |||
Deferred tax provision | 71,622 | |||
Transaction costs allocated to warrants | 523,013 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | 1,974,451 | 636,243 | ||
Income taxes payable | 124,974 | |||
Due to Sponsor | (1,000) | |||
Net cash used in operating activities | (2,103,271) | (970,669) | ||
Cash flows from investing activities: | ||||
Investment of Extension Funds and Near Extension Loan in Trust Account | (2,060,070) | (172,500,000) | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 579,359 | |||
Cash withdrawn from Trust Account in connection with redemption | 68,488,691 | |||
Net cash provided by (used in) investing activities | 67,007,980 | (172,500,000) | ||
Cash flows from financing activities | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 169,049,999 | |||
Proceeds from sale of Private Placement Warrants | 5,200,000 | |||
Proceeds from Sponsor for Extension Funds | 1,373,380 | 5,000 | ||
Proceeds from Working Capital Loan | 1,225,000 | |||
Proceeds from Near Extension Loan | 686,690 | |||
Repayment of promissory note - related party | (88,905) | |||
Payment of offering costs | (296,352) | |||
Redemption of Class A common stock | (68,488,691) | |||
Net cash (used in) provided by financing activities | (65,203,621) | 173,869,742 | ||
Net decrease in cash, cash equivalents and restricted cash | (298,912) | 399,073 | ||
Supplemental disclosure of cash flow information: | ||||
Fair value of Founder Shares attributable to Anchor Investor | 4,411,238 | |||
Proceeds in excess of fair value of Working Capital Loan on issuance date | 462,043 | |||
Remeasurement of Class A common stock subject to possible redemption | 3,196,047 | 19,990,222 | ||
Accretion of redeemable convertible preferred stock | 4,252,433 | |||
Cash, cash equivalents and restricted cash at beginning of period | $ 101,161 | $ 400,073 | 400,073 | 1,000 |
Cash, cash equivalents and restricted cash at the end of the period | 101,161 | 400,073 | ||
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash paid for income taxes | $ 177,420 |
Organization and description of
Organization and description of business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 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 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: – – – -combination -to-day – 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. | 1 Reorganization Near Pte. Ltd. and Near Intelligence Holdings Inc., a Delaware corporation formed for the purpose of reorganization (the “Company”) entered into a Contribution Agreement wherein effective April 19, 2022, Near Pte. Ltd. transferred legal title and beneficial ownership of substantially all of its assets (with the exception of investments in Near Australia Pty. Ltd., and Near India Pvt. Ltd. (collectively, the “Dormant Subsidiaries”)), to the Company and the Company assumed substantially all of Near Pte. Ltd.’s liabilities, warrants and other existing potential dilutive equity instruments in exchange for common stock of the Company. In consideration for this transfer, the Company issued 379,262.045 of its common stock to Near Pte. Ltd. Also, Near Pte. Ltd. and the Company entered into an Exchange and Recapitalization Agreement dated June 13, 2022 wherein Near Pte. Ltd. exchanged all of the current common stock for a combination of common stock and preferred stock of the Company such that (a) the number of shares in common stock of the Company held by Near Pte. Ltd. is equivalent, on a 1000:1 basis, to the number of outstanding common stock of Near Pte. Ltd.; and (b) the number of each series of preferred stock of the Company is equivalent, on a 1000:1 basis, to the number of outstanding shares of the similarly named series of preferred stock of Near Pte. Ltd. Rights, preferences and privileges of each class of stock of the Company mimic the rights, preferences and privileges of the corresponding stock of Near Pte Ltd. Thereby, the Company’s capital structure would consist of 71,963.894 Further, Near Pte. Ltd. and the Dormant Subsidiaries are in the process of winding up/liquidation and the retained cash of $538,556 will be used to settle net liabilities of $342,094 in these legal entities and also will be used to cover costs and fees for the liquidation and balance (if any) will be distributed to Near Pte. Ltd.’s stockholders. Consequently, net assets of $196,462 at the effective date of reorganization have been shown as distribution in these consolidated financial statements. The Company is not liable to bear any liquidation expenses of Near Pte. Ltd. and the Dormant Subsidiaries. While the Company was the legal acquirer of Near Pte. Ltd., for accounting purposes, the reorganization is treated similar to a reverse recapitalization, whereby Near Pte. Ltd. is deemed to be the accounting acquirer, and the historical financial statements of Near Pte. Ltd. became the historical financial statements of the Company upon the closing of the reorganization. Under this method of accounting, the Company is treated as the “acquired” company and Near Pte. Ltd. is treated as the acquirer for financial accounting purposes. Accordingly, for accounting purposes, the reorganization is treated as the equivalent of Near Pte. Ltd. issuing stock for the net assets of the Company accompanied by the reorganization. Because the reorganization is a common control transaction the net assets and prior year financial statements are stated at historical cost, with no goodwill or other intangible assets recorded, and the legal capital of Near Pte. Ltd. has been retroactively adjusted to reflect the capital of the legal acquirer (accounting acquiree), which is the Company. The shares and net loss per share prior to the reverse recapitalization have been retroactively ajusted to reflect the exchange ratio of 1000:1. Description of business The Company is incorporated under the laws of the state of Delaware in 2022 and has foreign subsidiaries located in India, Australia, United States of America, Japan, France and Singapore. The principal activities of the Company are those of data processing, hosting, advertising, data driven marketing and related activities. 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 On May 18, 2022, KludeIn I Acquisition Corp. (“KludeIn”), a Delaware corporation listed with NASDAQ in the United States, and Near Pte. Ltd. entered into an Agreement and Plan of Merger that will transform the Company into a publicly listed company. On December 23, 2022 KludeIn and Near entered into an amendment to the merger agreement dated May 18, 2022 revising the implied enterprise value for the company stockholders of approximately $675 million to approximately $575 million subject to customary closing conditions. Subject to customary closing conditions, the transaction is expected to close in the first quarter of 2023. |
Kludein I Acquisition Corp. [Member] | ||
Organization and description of business [Abstract] | ||
Organization and description of business | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS KludeIn I Acquisition Corp. (“KludeIn” or the “Company”) is a blank check company incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has two wholly -owned Consummation of Business Combination On May On March On the Closing Date, KludeIn issued Merger Consideration in the aggregate amount of 42,109,018 Additionally, on the Closing Date, in connection with the consummation of the KludeIn Business Combination, KludeIn changed its name from KludeIn I Acquisition Corp. to Near Intelligence, Inc. (“ Near Business Prior to the Business Combination As of December -operating The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to KludeIn Prime LLC (the “Sponsor”), generating gross proceeds of $5,200,000, which is described in Note 4. The Company incurred $14,303,235 in transaction costs, including $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $4,411,238 of fair value of the Founder Shares (defined below) attributable to the Anchor Investor (defined below) and $404,497 of other offering costs. Transaction costs allocated to the warrants were $523,013 and were expensed in the accompanying consolidated statement of operations for the year ended December 31, 2021. Following the closing of the Initial Public Offering on January 11, 2021, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital Markets rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, (ii) by means of a tender offer, or (iii) in connection with a special meeting of stockholders to approve an extension of the deadline to complete a Business Combination, as described below. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by April 11, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -initial The Company initially had until July 11, 2022 to complete a Business Combination, which was extended to January 11, 2023 (the “Combination Period”) after the approvals obtained at special meetings of stockholders held on July 7, 2022 and January 6, 2023 (the “Extension”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share At the special meeting of stockholders on July 7, 2022 in connection with the Extension, stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,691 (approximately $10.00 per share), which included $32,631 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 10,404,394 Public Shares outstanding and the aggregate amount remaining in the Trust Account at the time was $104,093,013. On July 7, 2022, the Company issued an unsecured promissory note to the Sponsor for up to an aggregate principal amount of $2,060,070 (the “Extension Funds”) to be deposited into the Company’s Trust Account in connection with the Extension. The Company was to deposit up to six equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to: (i) all of the holders of the Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. The Extension Funds note is not convertible and bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. As of December 31, 2022, an aggregate of $1,373,380 has been drawn down on the Extension Funds and deposited into the Trust Account to cover the first four months of the extension. At the special meeting of stockholders on January 6, 2023, stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from January 11, 2023 to April 11, 2023 (or such earlier date as determined by the board of directors of the Company (the “Second Extension”). In connection with the Second Extension, stockholders holding 9,786,530 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per share), which included $1,190,676 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, has been removed from the Trust Account to pay such holders. Following redemptions, the Company has 617,864 Public Shares outstanding. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 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 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 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 -lived 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: Level 2: Level 3: 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 -making -to-date A time -elapsed -based 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 -by-case -alone 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) ii) k) Stock-based compensation Stock -based -classified -based -employees -07 -Based -based -pricing -Scholes -based -line -based l) Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two -class -class -class 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 -average -dilutive 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 -convertible -year In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022 -04 -50 In October 2021, the FASB issued ASU No. 2021 -08 | 2 a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The accompanying 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. The consolidated financial statements include the 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 consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. b) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the 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 values of investments and other financial instruments, fair value of acquired intangible assets and goodwill, 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 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 consolidated financial statements are reasonable. Management monitors 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 20. d) Cash and cash equivalents Cash and cash equivalents primarily represent bank balances in current accounts. The Company considers all short -term 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. For information regarding the Company’s restricted cash, see note 4. f) Investments Equity securities Equity investments, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations in accordance with Accounting Standard Updates (“ASU”) 2016 -01 Marketable securities Marketable securities represent investments in mutual funds having readily determinable fair value. These mutual funds meet certain criteria for equity investments in accordance with ASU 2016 -01 Short term investments Accounting for the Company’s debt securities varies depending on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as held -to-maturity -to-maturity g) 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, marketable securities, investment in debt securities, term deposits with banks and accounts receivables. The Company places its cash and cash equivalents, marketable securities and investment in commercial paper, 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. h) Accounts receivables, net Accounts receivable primarily comprise of cash due from customers and are recorded at the invoiced amount, net of an allowance for credit losses. The Company pools its accounts receivable based on similar risk characteristics in estimating expected credit losses. Credit losses for accounts receivable are based on the roll -rate as established a provision matrix based on historical credit loss experience, adjusted for forward -looking -looking A financial asset is written off when it is deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. Expected recoveries of amounts previously written off, not to exceed the aggregate amounts previously written off, are included in determining the allowance at each reporting period. Allowance for credit losses are presented as a credit loss expense within “General and administrative” on the consolidated statements of operations. Subsequent recoveries of amounts previously written off are credited against the same line item. i) Property and equipment Recognition and measurement Plant and equipment are stated at cost less accumulated depreciation and amortization and accumulated impairment loss. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. The Company depreciates and amortizes all property and equipment using the straight -line • 5 years • 2 – 3 years • 10 years • 3 years • Useful life or lease term, whichever is lower Software acquired for internal use is included in property and equipment on the Company’s consolidated balance sheet and amortized on a straight -line Capital work in progress is not depreciated until it is ready to be used. Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. j) Business combinations The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations”. Such acquisitions are accounted using the acquisition method by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non -controlling Where the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred. 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. The Company completed the annual impairment test and did not recognize any goodwill impairment charges in the years ended December 31, 2022 and 2021. 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. k) Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether it has the right to obtain substantially all the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are initially measured at an amount equal to the lease liabilities and adjusted for lease incentives received and initial direct costs, if any. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, for the purpose of computing lease liabilities based on the remaining lease term and the rates prevailing in the jurisdiction where the lease was executed. Only fixed payments or in -substance The Company’s leases include its corporate offices. The lease term of operating leases vary from 11 months to 6 years. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. Operating leases are included in operating lease ROU assets, current and non -current -line -line l) Impairment of long-lived assets The Company evaluates its long -lived m) 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. n) Foreign currency The Company’s consolidated financial statements are reported in U.S. dollars which is also its functional currency. The functional currency for the Company’s subsidiaries in USA, Australia, Japan, India and France are their respective local currencies and the functional currency of the Company’s subsidiary in Singapore is U.S. dollars. The translation of the functional currencies of the Company’s subsidiaries into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of stockholders’ deficit on the consolidated balance sheets. Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations. o) Fair value option Under the Fair Value Option (FVO) subsections of ASC Subtopic 825 -10 -by-instrument -specific p) Variable interest entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If the Company determines that an entity for which it holds a contractual or ownership interest in is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP. q) 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 -making -to-date A time -elapsed -renewal 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 -alone 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 note 20 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) ii) r) Employee benefit plans Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. Net actuarial gains and losses are immediately recognized in the consolidated statements of operations. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in net periodic cost in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. s) Stock-based compensation Stock -based -classified -based -employees -07 -Based -based -pricing -Scholes -based -line are accounted for as they occur. Stock -based t) Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more -likely -not Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carry forward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. u) Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two -class -class -class Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted -average -average -dilutive v) Expenses Set forth below is a brief description of the components of the Company’s expenses: i. Cost of revenue, exclusive of depreciation and amortization Cost of revenue primarily consists of costs related to third -party -related -time ii. Product and technology Product and technology expenses primarily consist of personnel -related -personnel-related -party iii. Sales and marketing Sales and marketing expenses primarily consist of personnel -related iv. General and administrative General and administrative expenses consist primarily of personnel -related -personnel -related w) Changes in accounting policies and recently issued accounting pronouncements The Company is expected to be 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. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020 -06 -Debt -Contracts -converted -06 In September 2022, the FASB issued ASU No. 2022 -04 -50 In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”) and applies to lease and other contracts, hedging instruments, held -to-maturity In October 2021, the FASB issued ASU No. 2021 -08 |
Kludein I Acquisition Corp. [Member] | ||
Summary of significant accounting policies [Abstract] | ||
Summary of significant accounting policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2021, substantially all of the assets held in the Trust Account were primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Interest earned and gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At December 31, 2022 and 2021, the shares of Class A common stock reflected in the consolidated balance sheets as temporary equity were reconciled in the following table: Number of Shares Carrying Amount Gross proceeds for the Initial Public Offering 17,250,000 $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants — (6,210,000 ) Class A common stock issuance costs — (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs — (4,252,433 ) Plus: Remeasurement of carrying value to redemption value — 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 17,250,000 172,500,000 Less: Class A common stock redeemed, including Trust Account earnings of $32,631 (6,845,606 ) (68,488,691 ) Plus: Extension Funds from Sponsor — 1,373,380 Near Extension Note — 686,690 Remeasurement of carrying value to redemption value — 1,135,977 Class A common stock subject to possible redemption, as of December 31, 2022 10,404,394 $ 107,207,356 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 -measured Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Financial Accounting Standards Board (“FASB”) ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. For interim periods, the income tax provision or benefit related to ordinary income or loss is computed at an estimated annual effective income tax rate and the income tax provision or benefit related to all other items is individually computed and recognized when the items occur. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. In January 2023, 9,786,530 Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,825,000 Founder Shares subject to forfeiture (see Note 5) are not included in weighted average shares outstanding for basic net income (loss) per share until the forfeiture restrictions lapse, however, they are included in weighted average shares outstanding for diluted net (loss) income per share for the entire period. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 3,842,900 $ 1,189,669 $ (323,233 ) $ (82,793 ) Denominator: Basic and diluted weighted average shares outstanding 13,930,350 4,312,500 16,776,099 4,297,047 Basic and diluted net income (loss) per share of common stock $ 0.28 $ 0.28 $ (0.02 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheets, primarily due to their short -term Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
Recapitalization [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 |
Accounts receivable, net
Accounts receivable, net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts receivable, net [Abstract] | ||
Accounts receivable, net | Note 4 Accounts receivable, net Accounts receivable, net consists of the following: March 31, December 31, 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, 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. | 5 Accounts receivable, net consists of the following As of 2022 2021 Accounts receivable 29,429,331 18,833,676 Allowance for credit losses (3,417,845 ) (2,073,836 ) Accounts receivable, net 26,011,486 16,759,840 As of December 31, 2022 and 2021, allowance for credit losses represented approximately 12% and 11% of gross accounts receivable respectively. The following table provides details of the Company’s allowance for credit losses: Year ended 2022 2021 Opening balance 2,073,836 4,383,573 Additions charged 1,344,009 49,709 Bad debts written off — (2,359,446 ) Closing balance 3,417,845 2,073,836 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 trade accounts receivable, net, which generally arise from the performance of services to customers in advance of billings, were $1,817,073 and $1,551,415 as of December 31, 2022 and 2021, respectively. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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, 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) -interest | 6 Prepaid expenses and other current assets consist of the following: As of 2022 2021 Advanced income and non-income taxes 648,729 676,276 Deposits 349,041 342,157 Prepaid expenses 913,101 743,006 Contract assets 283,772 266,195 Advance to related party (note 28) 1,797,313 — Promissory note* 686,690 — Other receivables 284,622 222,669 4,963,268 2,250,303 ____________ * |
Property and equipment, net
Property and equipment, net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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, 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. | 7 The components of property and equipment, net was as follows: As of 2022 2021 Computers 387,267 269,279 Office equipment 90,111 96,808 Furniture and fixtures 194,715 77,212 Leasehold improvements 2,668 2,956 Servers 12,671,736 12,671,736 Total 13,346,497 13,117,991 Less: Accumulated depreciation and amortization (8,722,333 ) (4,384,968 ) Capital work in progress 34,415 — Total 4,658,579 8,733,023 Depreciation and amortization expense relating to property and equipment amounted to $4,364,448, and $4,359,803 for the years ended December 31, 2022 and 2021 respectively. |
Intangible assets, net
Intangible assets, net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 9 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 As of Gross Accumulated Net Gross Accumulated Net Customer relationships 12,585,004 (5,978,395 ) 6,606,609 9,792,428 (2,492,570 ) 7,299,858 Software platform 5,622,053 (3,279,532 ) 2,342,521 5,622,053 (1,405,513 ) 4,216,540 Non compete agreement 1,830,236 (90,258 ) 1,739,978 20,037,293 (9,348,185 ) 10,689,108 15,414,481 (3,898,083 ) 11,516,398 On October 3, 2022, the Company entered into an asset purchase agreement with BehaveGuru Pty. Ltd. which is engaged in the business data driven marketing, audience curation and management services. The Company acquired customer contracts, brand name, and a couple of employees. In addition, the agreement also provided for non -competition -solicitation -disparagement The transaction was accounted for as an asset acquisition. The purchase price was AUD 7,170,000 (approximately $4,633,256), which was determined based on the settlement of its existing receivables equivalent to AUD 5,820,000 (approximately$3,808,099) and the remaining balance in cash. Of the total purchase price, $2,803,020 was allocated to customer relationships with a useful life of three -compete five -related Amortization expense for the years ended December 31, 2022 and 2021 was $5,456,537 and $3,870,820, respectively. As of December 31, 2022, the estimated amortization schedule for the Company’s intangible assets for future periods is set out below: 2023 6,407,164 2024 2,570,106 2025 1,070,002 2026 366,047 2027 275,789 Total future amortization expense 10,689,108 |
Goodwill
Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Goodwill | Note 8 Goodwill A summary of the changes in carrying value of goodwill is as follows: March 31, December 31, 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 | 10 As of 2022 2021 A summary of the changes in carrying value of goodwill is as follows: Opening balance 62,387,725 6,352,720 Goodwill relating to acquisitions consummated during the period — 56,423,109 Effect of exchange rate changes (392,967 ) (388,104 ) Closing balance 61,994,758 62,387,725 |
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 -1 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 In connection with the Part A -1 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 -Scholes -free The Company analyzed the conversion feature of the convertible debentures for derivative accounting consideration under ASC 815 -15 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Borrowings [Abstract] | ||
Borrowings | Note 10 Borrowings The Company’s borrowings consist of the following: March 31, December 31, 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 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 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. -money 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. -time -time As described in Note 9, on March 31, 2023, the Company issued the Part A -1 The Part A -1 -default -1 -1 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 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, 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 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 | 12 The Company’s borrowings consist of the following: As of 2022 2021 Harbert loan, net of debt amortization expenses — 15,479,975 Blue Torch finance, net of debt amortization expenses 86,758,378 — BPI France 839,473 1,147,826 CIN Phases — 932,194 BNP Paribas 748,797 910,160 88,346,648 18,470,155 Harbert loan On January 30, 2019, the Company entered into a secured loan arrangement with an unrelated party, Harbert European Specialty Lending Company II S.A.R.L to borrow a loan aggregating to EUR 8,000,000 bearing interest at 12% or one -year At the loan date itself, the Company also entered into a warrant agreement with the lender, governing the terms and conditions of the warrant. The aggregate number of warrant shares which are capable of issue to Harbert European Specialty Lending Company II S.A.R.L (Holder) on exercise of the subscription rights in full shall be equal to EUR 1,200,000 divided by the strike price of $500 per share. The subscription price for each of the warrant share shall, at the absolute discretion of the Holder, be satisfied by either: (a) (b) Warrant shares are equal to the number of warrants as per (a) above multiplied by fair value of each warrant share at exercise date less strike price divided by the fair value of each warrant share at exercise date The warrants are convertible into common stock or any class of new stock issued in a subsequent fundraising. The warrants are exercisable at any time till 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 At the time of exit i.e., sale, sale event or listing as defined in the warrant agreement and the revised constitution of the Company, the holders can exercise conditionally on the exit. In case of a sale event, if the Holder does not exercise their subscription rights, then the warrants shall lapse. However, for any other exit clauses, warrants will expire only on the 10 year expiry period. In case of exit event, the Holder is eligible for at least an amount of EUR 1,500,000 in aggregate out of the proceeds of the exit, then the Holder shall have the right to elect to waive all rights under this instrument and instead require the Company to make a cash payment to the Holders of EUR 1,500,000 at the same time as paying proceeds to other stockholders participating in the exit. Pursuant to an amendment agreement dated February 25, 2021, Harbert European Specialty Lending Company II S.A.R.L has provided additional Facility C for an amount Euro equivalent of $15,000,000 bearing interest at 12% or one -year The Company also entered into a deed of amendment dated February 25,2021, wherein it provided additional aggregate number of warrant shares which are capable of being issued to Holder on exercise of the subscription rights in full shall be equal to EUR 1,050,000 divided by the strike price of $730 per share. Further, the deed of amendment dated February 25,2021 provided that in the event that there is an exit, the Holder is eligible for at least an amount of Euro equivalent of $2,500,000 in aggregate out of the proceeds of the exit, then the Holder shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of the Euro equivalent of $2,500,000 at the same time as paying proceeds to other stockholders participating in the exit. In April 2022, the Company modified the Harbert loan with below terms: a) b) c) d) Additional warrants due to modification provides that in the event that there is an exit and the Holders following exercise of subscription rights in full would receive an amount less than EUR 300,000 in aggregate out of the proceeds of the exit, then the Holders shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of EUR 300,000 at the same time as paying proceeds to other stockholders participating in the exit. On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $1,218,757, to be payable on April 30, 2023. Settlement was accounted as an extinguishment of debt, and accordingly, the facility was derecognized and deferred settlement payment of $1,218,757 is presented under accrued expenses and other current liabilities. As a result of this extinguishment, the Company recorded $2,228,334 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2022. Refer to note 17 for more details for accounting of the above warrants. 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. CIN Phase I and Phase II: Through an acquisition in 2020, the Company acquired two phased debts by BPI France, which is in respect of fulfilment of specified project. The debt is in the nature of interest free aid and was subject to waiver of certain amount provided the Company fulfils the pre -defined 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. Montage term advances Through the acquisition of UberMedia Inc. on March 31, 2021, the Company assumed $1,139,935 Term I Advance and $1,094,604 Term II Advance aggregating $2,234,539 in debt from Montage Capital II, L.P. The Term I Advance and Term II Advance are secured and bear interest at a rate of thirteen percent (13%) per annum. With respect to the Term I Advance, principal payments of $44,000 begin on April 1, 2021 and each month thereafter, and the remaining outstanding balance of the Term I Advance becomes immediately due on the maturity date of December 31, 2021. With respect to the Term II Advance, principal payments of $37,000 begin on April 1, 2021 and each month thereafter, and the remaining outstanding balance of the Term II Advance becomes immediately due on the maturity date of August 31, 2021. On April 20, 2021, the Company prepaid the Montage term advances and as a result of this the Company recorded $466,580 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2021. Paycheck Protection Program (PPP) loan Through the acquisition of UberMedia Inc. on March 31, 2021, the Company assumed $1,163,081 in debt under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) through Santa Cruz County Bank. The loan was originally obtained by UberMedia Inc. on April 27, 2020 for an amount of $1,152,910 and the loan is guaranteed by the United States Small Business Administration (“SBA”). Subject to certain limitations, to the extent that the loan is used for payroll, rent, or utilities during the applicable covered period following the disbursement of the loan, the loan may be forgiven by the SBA. Principal and interest payments will be deferred for the first six months from the month PPP is dated. Interest will accrue at 1% during this period. Subject to the eligible forgiveness amount determined by the U.S. Small Business Administration through the Paycheck Protection Program, any remaining principal will be amortized over the remaining term of PPP in equal monthly payments of principal and interest beginning on the seventh month from the month PPP is dated. All remaining principal and accrued interest is due and payable 2 years from the date of first disbursement. PPP loan is accounted for as debt as per the guidance in ASC 470. The Company applied for the forgiveness in November 2020. There was no interest or principal payments due since the Company applied within the deferral period. In June 2021, the Company received a letter dated June 17, 2021 from Santa Cruz County Bank confirming that the Paycheck Protection Program Loan granted pursuant to the CARES Act in the original principal amount together with all accrued interest thereon was forgiven in full. As a result of this forgiveness, the Company recorded $1,173,744 of gain on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2021. Deutsche Bank Loan On April 29, 2022, the Company entered into a facility agreement with an unrelated party, Deutsche Bank AG, London Branch to secure commitment of $30,000,000. The rate of interest is the percentage rate per annum which is the aggregate of the margin of 6.50% per annum and reference rate determined based on Term Secured Overnight Financing Rate (“SOFR”) and if that rate is less than one percent., the reference rate shall be deemed to be one percent. Principal repayment is to begin effective October 31, 2023 on a monthly basis at 5.56% of outstanding principal amount. On May 13, 2022, the Company borrowed $20,000,000 of the total $30,000,000 facility. As part of the conditions subsequent, in addition to the lender fees, $3,000,000 is agreed as transaction costs which will be reduced from subsequent disbursal, out of which $1,000,000 was shown as deferred finance cost. On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $2,000,000, to be payable on April 30, 2023. Settlement was accounted as an extinguishment and accordingly the existing facility along with deferred finance cost of $1,000,000 and unpaid finance cost of $3,000,000 as of the settlement date were derecognized and deferred payment of $2,000,000 is presented under accrued expense and other current liabilities. As a result of this extinguishment, the Company recorded $3,592,122 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 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. 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 The Blue Torch credit facility is subject to certain financial covenants of leverage ratio and liquidity as specified in the financing agreement. As of December 31, 2022, the Company is in compliance with the financial covenants. On November 4, 2022, the Company utilized $34,993,903 out of total $100,000,000 facility towards repayment of 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 of 9,660 -dilution In lieu of payment for warrant at the time of exercise, it can be cashless exercised. In which case, the Company shall issue to the holder such number of fully paid and non -assessable X = Y(A -B where: X = the number of shares to be issued to the holder; Y = the number of shares with respect to which warrant is being exercised; A = the fair market value of one share; and B = the warrant price If shares are then traded, the fair market value of a share shall be the average of the closing price for the five trading days immediately preceding. If shares are not then traded, the fair market value of a share shall be as determined jointly by the board of directors of the Company and the holder, each acting in good faith. The fair market value in the case of an exercise in connection with an Acquisition or the de -SPAC -SPAC At any time on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness -based Refer to note 17 for more details for accounting of the above warrants. As of December 31, 2022, the aggregate maturities of long -term Annual 2023 2,783,060 2024 539,954 2025 380,966 2026 100,129,028 Total: aggregate maturities of long-term borrowings 103,833,008 Less: carrying value of unamortized borrowings financing costs (15,486,360 ) Net maturities of long-term borrowings 88,346,648 Less: current portion of long-term borrowings (2,783,060 ) Long-term borrowings 85,563,558 |
Accounts Payable
Accounts Payable | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable [Abstract] | |
Accounts Payable | Note 11 Accounts Payable March 31, December 31, 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 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 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 |
Stock based compensation
Stock based compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 The summary of RSUs activity for the three months ended March 31, 2023 is set out below: For the three months ended Number of shares 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 * -money 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 | 14 Employee Stock Option Plan 2014 (“ESOP 2014”) Prior to reorganization, Near Pte. Ltd. adopted 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 can acquire 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 is 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. The estimated fair value of stock options granted to employees was determined using the Black -Scholes -average 2021 Expected dividend yield 0.00% Expected volatility 52.60% Risk-free interest rate 2.41% Expected average life of options (in years) 9 Years Expected volatility Risk -free interest rate -coupon Expected term ten Expected dividend yield A summary of stock option activity during the years ended December 31, 2021 is set out below: Years Ended December 31, 2021 Number of Weighted Weighted Aggregate Outstanding at January 1 41,862.299 $ 5.06 9.62 $ 1,988,967 Granted 13,185.400 429.47 Forfeited (4,983.894 ) (10.88 ) Exercised (29,876.229 ) (2.13 ) Outstanding at December 31 20,187.576 285.17 11.61 1,164,204 Vested and exercisable as of December 31, 2021 6,626.813 Weighted average grant-date fair value of options granted during the period $ 60 Cash received by the Company upon the exercise of stock options during the years ended December 31, 2021 amounted to $60,562. Effective as of April 1, 2022, each option award granted under the ESOP 2014 (whether any portion is a vested or unvested) is 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. Previously unrecognized compensation cost for unvested options of $556,494 was recognized at the cancellation date of April 1, 2022. No stock options were granted and no stock options were exercised for the period for January 1, 2022 up to the cancellation date. As of the cancellation date, the options outstanding were 20,187.576 out of which vested options were 6,658.063. Options outstanding had weighted average exercise price of $285.17, the weighted average remaining contractual life of options outstanding was 11.37 years, aggregate intrinsic value of options outstanding were $19,646,241, the aggregate intrinsic value of options outstanding and exercisable was $8,301,210 and weighted average remaining requisite vesting period was 2.92 years. The aggregate intrinsic value of options is determined as the difference between the exercise price of the options and the estimated fair value of the common stock as of each period end. The total stock -based 2022 Employee Restricted Stock Unit Plan (“RSU Plan”) During the year ended December 31, 2022, the Company implemented the RSU plan to issue such number of restricted stock units (“RSUs”), not exceeding 105,000.000 stock units at such price and on such terms and conditions as may be fixed or determined by the management. On May 12, 2022, the Company has granted RSUs at fair market value at the grant date under the RSU plan. Each RSU represents the right to receive one share of the Company’s common stock. The RSUs granted typically have graded vesting schedules of four years from the respective grantee’s original service joining date with first cliff vesting at March 31, 2023 and remaining ratably 6.25% each quarter with an exception of certain RSU awards which are fully vested at the grant date itself. RSUs are subject to the grantee’s continued service relationship with the Company through each such vesting date except for fully vested RSUs given to grantee’s on the grant date. Though, some of the RSU’s are fully vested from an accounting perspective as there is no underlying service vesting condition but the shares of common stock would be legally allotted to the grantees at cliff vesting date of March 31, 2023 and ownership rights would be with the grantees from that date itself. The summary of RSUs activity for the year ended December 31, 2022 is set out below: Year ended Number of Weighted Granted 52,120.000 1,392.20 Vested pending settlement (44,706.000 ) 1,397.51 Forfeited (1,446.000 ) 1,397.51 Unvested units as of December 31, 2022 5,968.000 1,351.15 ____________ * -money During the year ended December 31, 2022, total RSU’s vested from an accounting perspective were 44,706.000, of which approximately 8,719.944 units will be withheld for statutory tax withholding requirements as issuance would be done on a net basis. This tax settlement and shares in common stock would be allotted by the Company on March 31, 2023 and the final tax truing up adjustment would be done at that date itself. Total compensation cost for RSUs amounted to $65,871,147, which included $61,709,849 towards fully vested RSUs for the year ended December 31, 2022. As of December 31, 2022, the total remaining unrecognized stock -based Stock -based Year ended 2022 2021 Cost of revenue 896,511 — Product and technology 5,892,394 (98,487 ) Sales and marketing 4,998,640 10,217 General and administrative 54,687,484 165,290 66,475,029 77,020 |
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 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 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, 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 Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the private placement warrants): – – – – -trading 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 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, 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Redeemable convertible preferred stock [Abstract] | ||
Redeemable convertible preferred stock | Note 14 Redeemable convertible preferred stock As discussed in note 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 | 18 On March 31, 2021, the Company issued 66,140.480 Series U Preferred stock amounting to $69,339,742 as purchase consideration to acquire 100% of the outstanding equity interests in UberMedia (see note 3). The preferred stock issuance costs were not material. As of December 31, 2022 and 2021, the Company’s redeemable convertible preferred stock consisted of the following: As of December 31, 2022 and 2021 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 The characteristics of the Company’s redeemable convertible preferred stock are as follows: Dividend The holders of all the series shall be entitled to receive on a pari -passu -cumulative Voting rights Each holder of preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock held by such holder could be converted as of the record date. Conversion rights Holders of preferred stock shall be entitled to convert all or any of the preferred stock into fully paid common stock at any time at the conversion ratio of one common stock for every one preferred stock. Liquidation preference In the event of liquidation, dissolution, winding up, any transaction resulting in loss of majority voting powers or control of the board of directors or sale, lease, license or other transfer of 50% or more of the Company’s assets (“Liquidation event”), first to the holders of Series D preferred stock, second to the holders of Series A Preferred stock, Series B Preferred stock, Series C Preferred stock and Series U Preferred stock on a pari passu basis and third, to the holders of common stock and the electing stockholders in the event such electing stockholders have elected to give up their right to receive the preference amount. Such holders shall be paid an amount equal to (a) in the repayment of investment amount (based on, Series A, Series B, Series C, Series D and Series U original issue price) together with any arrears of any declared but unpaid non -cumulative If upon a liquidation event, the assets of the Company legally available for distribution to the holders of the preferred stock are insufficient to permit the payment to such holders of the full liquidation preference amount, then the entire assets of the Company legally available for distribution shall be distributed among all the holders of preferred stock in proportion to the liquidation preference such holders would otherwise be entitled to receive. Anti-dilution rights The Conversion price of the preferred stock will be subject to adjustment on a broad -based In fiscal year 2019, the Company issued 2,280.000 number of warrants to Series C preferred stockholders to purchase 2,280.000 of the Company’s fully paid common stock (i.e., 1:1) at an exercise price of $10 per share as a settlement of down round/anti -dilution -10 and separately exercisable from the preferred stock and, thus, accounted for as a freestanding instrument. furthermore, as the number of shares to be purchased by preferred stockholders are fixed, the warrants are considered indexed to the Company’s own share as it also meets the additional conditions set forth in ASC 815 -40-25-7 Redemption The holders of redeemable convertible preferred stock have no voluntary rights to redeem their shares. The redeemable convertible preferred stock have deemed liquidation provisions which require the shares to be redeemed upon a change in control or deemed liquidation event as defined above. Further, subject to the priority in redemption of Series D Preferred stock, all the preferred stockholders have a redemption right on or before the expiry of 4 years from the issue date or 31 May 2023, whichever is later (Exit Period), in the event that the initial public offering or strategic sale has not occurred during that exit period. Such right shall only be exercised subject to the fulfilment of conditions of the applicable law. Although the redeemable convertible preferred stock are not mandatorily or currently redeemable, a Liquidation event or non -occurrence Accretion of redeemable convertible preferred stock The Company records its redeemable convertible preferred stock at the amount of cash proceeds received (which also approximates fair value) on the dates of issuance, net of issuance costs except Series U preferred stock which were issued as consideration for acquisition of UberMedia Inc. and initially recorded at its fair value on the acquisition date. Since the preferred stock are not currently redeemable, but are probable of becoming redeemable at the option of the preference stockholders at a future date, the Company accretes the carrying amount of its redeemable convertible preferred stock to equal the redemption value at the end of each reporting period using the interest method. The accretion is charged against accumulated deficit. The redemption value of the redeemable convertible preferred stock in relation to Series A, Series B, Series C and Series D Preferred stock, are a USD equivalent of 2 times of the respective investment amount, plus any declared but unpaid dividends on the relevant preferred stock and in relation to Series U Preferred stock, a USD equivalent of 1.5 times of the investment amount, plus any declared but unpaid dividends on the Series U preferred stock. The Company received a letter of intent dated August 26, 2021 from KludeIn I Acquisition Corp., a Delaware blank check company, for the potential business combination which would result in a qualified IPO position ultimately. Pursuant to this transaction, the Company determined that it is more than remote that a qualified IPO will occur before a redemption feature becomes exercisable. Accordingly, the Company did not accrete redeemable convertible preferred stock in accordance with ASC 480 -10-S99-3A |
Common stock
Common stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock [Abstract] | ||
Common stock | Note 15 Common stock As of March 31, 2023, the Company was authorized to issue 300,000,000 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 -for-one 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 The following table summarizes the Company’s common stock reserved for future issuance on an as -converted 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 | 19 The authorized capital stock of the Company consists of five hundred thousand (500,000.000) shares, which consist of (i) one hundred ninety -two -nine -five -nine -five -one -five -six -one 19 (cont.) 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 December 31, 2022 and 2021, 77,057.894 and 71,963.894 The following table summarizes the Company’s common stock reserved for future issuance on an as -converted As of 2022 2021 Conversion of outstanding redeemable convertible preferred stock 307,298.151 307,298.151 Stock options issued and outstanding — 20,187.576 Restricted stock units (vested pending settlement and unvested) 50,674.000 — Warrants 14,961.265 6,886.027 Remaining shares available for future issuance under the ESOP Plan — 101,457.955 Remaining shares available for future issuance under the RSU Plan 33,008.690 — |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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. | 20 The Company primarily derive 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: Year ended 2022 2021 Core Subscription Revenue 51,862,758 38,940,524 Sale of operational products recognized point in time 7,883,013 6,380,151 59,745,771 45,320,675 Disaggregation of revenue The following table shows the disaggregation of revenue by geographic areas, as determined based on the country location of its customers: Year ended 2022 2021 Australia 4,567,608 4,170,115 France 12,022,258 6,601,755 India 103,900 371,475 Japan 309,063 199,695 Singapore 402,747 738,226 UAE 390,767 653,298 United Kingdom 1,558,806 2,334,095 United States 39,174,040 28,998,625 Others 1,216,582 1,253,391 59,745,771 45,320,675 There were two customers that individually represented 30.0% and 16.1% of the Company’s revenue for the year ended December 31, 2022 and two customers that individually represented 61.4% and 10.8% of the Company’s accounts receivable balance as of December 31, 2022. There was one customer that individually represented 29.5% of the Company’s revenue for the year ended December 31, 2021 and three customers that individually represented 32.1%, 14.1% and 11.7% of the Company’s accounts receivable balance as of December 31, 2021. Deferred revenue Deferred revenue consists of customer billings in advance of revenue being recognized from the Company’s subscription services arrangements. The following table summarizes the changes in the balance of deferred revenue during the periods: Year ended 2022 2021 Balance at beginning of the period 2,171,668 249,804 Add: Billings 8,086,620 4,553,356 Add: Acquired in business combination — 1,874,182 Less: Revenue recognized* (6,923,927 ) (4,502,956 ) Less: foreign exchange loss 13,029 (1,998 ) Balance at end of the period 3,347,390 2,171,668 ____________ * Contract assets Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in “prepaid expenses and other current assets” and “other assets” in the consolidated balance sheets. |
Income taxes
Income taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 -1 -deductible The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more -likely-than-not 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. | 23 The Company is subject to United States federal and state as well as other foreign income taxes. The income tax expense consists of the following: Year ended 2022 2021 Current: Federal — 4,316 State 17,551 5,755 Foreign 495,058 287,682 Total current 512,609 297,753 Deferred: Federal — — State — — Foreign (13,442 ) 7,603 Total provision 499,167 305,356 The reconciliation of the statutory income tax rate to the Company’s effective tax rate are as follows: Year ended 2022 2021 U.S federal statutory income tax rate (a) 21.0 % 17.0 % Valuation allowance (17.3 )% (15.4 )% Non-deductible expenses (0.2 )% (3.6 )% Stock based compensation (5.0 )% — Credits 0.4 % — Internal restructuring — (0.3 )% Foreign rate differential (0.5 )% 0.8 % State and local income taxes, net of federal benefit 2.2 % — Others (1.1 )% — Effective tax rate (0.5 )% (1.5 )% (a) The significant components of the Company’s deferred tax assets and liabilities are as follows: As of 2022 2021 Deferred tax assets: Net operating loss carryforwards 18,495,760 13,109,201 Stock based compensation 10,142,989 — Accrued expenses 63,627 — Interest limitation 1,626,806 — R&D and other tax credit carryforwards 3,275,931 2,916,264 Operating lease liabilities 235,782 324,503 Retirement benefits — 58,034 Property and equipment — 341 Others 325,324 462,697 Total deferred tax assets 34,166,219 16,871,040 Valuation allowance (33,046,626 ) (14,063,564 ) Total deferred tax assets, net of valuation allowance 1,119,593 2,807,476 Deferred tax liabilities: Depreciation and amortization (820,603 ) (2,423,334 ) Operating lease right-of-use assets (216,741 ) (305,772 ) Marketable securities — (4,210 ) Total deferred tax liabilities (1,037,344 ) (2,733,316 ) Net Deferred tax assets 82,249 74,160 As of 2022 2021 Classified as Deferred income tax assets 84,470 78,370 Deferred income tax liabilities 2,221 4,210 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, the Company recorded a valuation allowance against the Federal, state and international deferred tax assets of $33,046,626 as of December 31, 2022. As of December 31, 2022, the Company has federal net operating losses of $50,435,271, state net operating losses of approximately $62,000,000 and foreign net operating losses of approximately $28,000,000. The Federal and state net operating losses begin to expire in 2030. The foreign net operating losses will carryforward indefinitely. Of the $50,435,271 of the total federal net operating losses, approximately $22,000,000 was generated after December 31, 2017 and will carry forward indefinitely but is subject to an 80% income limitation. At December 31, 2022, the Company had federal and state research tax credit carryforwards of $3,763,076 and $1,090,913, respectively. Federal credit carryforwards will start to expire in 2029 and state credit carryforwards do not expire. At December 31, 2022 and 2021, the Company recorded $1,456,197 and $1,302,053 respectively, of unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. During the years ended December 31, 2022 and 2021, the Company recognized no interest and penalties related to uncertain tax positions. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2022 is Nil The tax years ended December 31, 2019 through December 31, 2022 remain open to examination by the Internal Revenue Service and California Franchise Tax Board. In addition, the utilization of net loss carryforwards are subject to Federal and State review for the periods in which those net losses were incurred. The Company is not under audit by any taxing jurisdictions at this time. Utilization of the net operating loss and research tax credit carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 and 383 of the Internal Revenue Code of 1986, as amended. The Company has done a preliminary Section 382 study and has determined that $30,300,000 of the state net operating losses will be permanently impaired due to the limitations. The Inflation Reduction Act was passed in August 2022, providing significant incentives for businesses to become more energy efficient by extending, increasing or expanding credits applicable to the production of clean energy and fuels as well as other provisions. These changes did not have a material impact on the tax provision of the Company. |
Kludein I Acquisition Corp. [Member] | ||
Income taxes [Abstract] | ||
Income taxes | NOTE 9 — INCOME TAX The Company’s net deferred tax assets and liabilities are as follows: December 31, December 31, Deferred tax assets, net Net operating loss carryforward $ — $ 29,571 Startup and organizational costs 618,152 295,262 Change in fair value of Working Capital Loan (71,622 ) — Unrealized gain on marketable securities — (4,121 ) Total deferred tax assets, net 546,530 320,712 Valuation allowance (618,152 ) (320,712 ) Deferred tax liability, net of valuation allowance $ (71,622 ) $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ 302,394 $ — Deferred (225,819 ) (320,314 ) State and Local Current — — Deferred — — Change in valuation allowance 297,441 320,314 Income tax provision $ 374,016 $ — As of December 31, 2022 and 2021, the Company had $0 and $140,812, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. Federal net operating loss can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $297,441 and $320,314, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (28.0 )% 84.9 % Transaction costs allocable to warrants 0.0 % (27.1 )% Business combination expenses 8.4 % — % Change in valuation allowance 5.5 % (78.9 )% Income tax provision 6.9 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 | 24 The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year ended 2022 2021 Net loss attributable to common stockholders (104,221,432 ) (21,055,599 ) Less: Accretion to preferred stock redemption value — (13,463,002 ) (104,221,432 ) (34,518,601 ) Weighted-average number of shares outstanding used to compute net loss per share 96,835.154 63,992.300 Net loss per share attributable to common stockholders, basic and diluted (1,076.28 ) (539.42 ) 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 As of 2022 2021 Redeemable convertible preferred stock 307,298.151 307,298.151 Stock based compensation — 20,187.576 Unvested restricted stock units 5,968.000 — Warrants 14,961.265 6,886.027 Total 328,227.416 334,371.754 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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) -Scholes (2) -Scholes (3) (4) 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) -specific 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 | 25 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 December 31, 2022 and 2021: 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 (b) — — 16,765,776 16,765,776 As of December 31, 2021 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Assets Marketable securities (a) 260,417 — — 260,417 Liabilities Warrant liabilities (b) — — 5,376,932 5,376,932 (a) The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert loan, were estimated using a closed -ended (b) The following table presents the changes in fair value of warrant liabilities: Year ended 2022 2021 Liability at beginning of the period 5,376,932 2,436,998 Additions 12,179,537 1,399,039 Change in fair value (1) (790,693 ) 1,540,895 Liability at end of the period 16,765,776 5,376,932 (1) -specific The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2022 and 2021. 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 |
Kludein I Acquisition Corp. [Member] | ||
Fair value measurements [Abstract] | ||
Fair value measurements | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 107,332,749 $ 172,580,609 Liabilities: Warrant Liabilities – Public Warrants 1 690,000 5,180,136 Warrant Liabilities – Private Placement Warrants 3 416,000 3,131,574 Working Capital Loan 3 421,900 — The warrants were accounted for as liabilities in accordance with ASC 815 -40 As of December 31, 2022 and 2021, the Private Placement Warrants were valued using a binomial lattice model which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the closing date of the Initial Public Offering was derived from observable Public Warrant pricing on comparable ‘blank -check The following table provides quantitative information regarding Level 3 fair value measurements for Private Placement Warrants at December 31, 2022 and 2021: As of December 31, 2022 As of December 31, 2021 Stock price $ 10.24 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 3.8 % 12.2 % Risk-free rate 4.41 % 1.17 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.08 $ 0.60 The following table presents the changes in the fair value of Level 3 warrant liabilities for the year ended December 31, 2021: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in fair value (612,426 ) (1,380,000 ) (1,992,426 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of December 31, 2021 3,131,574 — 3,131,574 The following table presents the changes in the fair value of Level 3 warrant liabilities for the year ended December 31, 2022: Private Placement Fair value as of January 1, 2022 $ 3,131,574 Change in fair value (2,715,574 ) Fair value as of December 31, 2022 $ 416,000 Transfers to/from Levels The Working Capital Loan was measured at fair value as of the date of the initial borrowing on January 31, 2022. The discounted cash flow method was used to value the debt component of the Working Capital Loan and the Black Scholes Option Pricing Model was used to value the debt conversion option. There were no transfers out of Level 3 to other levels in the fair value hierarchy during the year ended December 31, 2022 for the Working Capital Loan. The following table provides quantitative information regarding Level 3 fair value measurements for each draw of the Working Capital Loan during the year ended December 31, 2022: As of December 31, 2022 As of September 30, 2022 As of June 30, 2022 As of April 1, 2022 As of January 31, 2022 Stock price $ 10.24 $ 10.05 $ 9.99 $ 9.94 $ 9.87 Strike price 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Volatility 3.8 % 0.0 % 10.1 % 3.8 % 9.1 % Risk-free rate 4.41 % 4.01 % 2.98 % 2.40 % 2.40 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % The following contains additional information regarding the inputs used in the pricing models: • • -free -free • • The following table presents the changes in the fair value of the Level 3 Working Capital Loan for the year ended December 31, 2022: Working Capital Loan Fair value as of January 1, 2022 $ — Initial measurement at January 31, 2022 – $350,000 draw 264,900 Initial measurement at April 1, 2022 – $112,500 draw 83,396 Initial measurement at June 30, 2022 – $250,000 draw 184,807 Initial measurement at September 30, 2022 – $360,000 draw 177,331 Initial measurement at December 31, 2022 – $152,500 draw 52,522 Change in fair value (341,057 ) Fair value as of December 31, 2022 $ 421,900 Transfers to/from Levels |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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. | 27 Commitments The following table presents the Company’s future minimum purchase commitments at December 31, 2022. Purchase commitments primarily include contractual Commitments for the purchase of data, hosting services and software as a service arrangement: Year ending December 31, Contractual 2023 3,309,184 2024 3,627,551 2025 18,368 6,955,103 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. On July 12, 2022, Near received a letter from a company called Near GmbH claiming that Near is infringing Near GmbH’s European Union trademark registration for “Near” and its corresponding business designation rights in France. Near responded to Near GmbH stating that Near had received the letter and is evaluating its contents. Near’s German trademark counsel spoke to Near GmbH’s counsel in August 2022 and discussed a potential resolution to the matter. At this time no settlement agreement has been executed, but Near believes that it is reasonably possible that a loss may be incurred. The possible loss is estimated to be between $25,000 and $75,000. |
Kludein I Acquisition Corp. [Member] | ||
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a Registration Rights Agreement entered into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the Company’s securities held by them. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy -back In connection with the Closing, the existing Registration Rights Agreement will be amended and restated and the Company, the Sponsor, and certain persons and entities holding securities of Near prior to the Closing (collectively, together with the Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Company will agree that, within 30 days after the Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and the Company will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in no event later than 60 days (or 90 days if the SEC notifies the Company that it will review the Resale Registration Statement). In certain circumstances, each of the Reg Rights Holders can demand up to two underwritten offerings and will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Contingent Legal Fees As of December 31, 2022 and 2021, the Company has incurred legal fees of $1,723,836 and $118,550, respectively, payments for which are contingent upon the consummation of the Business Combination, of which such amounts are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Advisor Agreement On September 16, 2021, the Company entered into an advisor agreement, in which the advisor (CF&CO) will act as the Company’s placement agent and arranger in connection with any financing. Additionally, the advisor will act as a capital markets advisor in connection with the Target Business Combination. The Company agrees to pay the advisor the following (i) $6 million if the Total Capital (as hereinafter defined) involved in the private placement, offering or other sale of equity or equity -linked -of-pocket -mail Common Stock Subscription Agreement Simultaneously with the execution and delivery of the Merger Agreement, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and related registration rights agreement (the “CF Registration Rights Agreement”) with CF Principal Investments LLC (“CF”). Pursuant to the Common Stock Purchase Agreement, following the Closing, Near, as the Company’s successor, has the right to sell to CF up to a Total Commitment (as defined in the Common Stock Purchase Agreement) of $100,000,000 in shares of Near’s Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Near is obligated under the Common Stock Purchase Agreement and the CF Registration Rights Agreement to file a registration statement with the SEC to register under the Securities Act for the resale by CF of shares of Common Stock that Near may issue to CF under the Common Stock Purchase Agreement. Near will not have the right to commence any sales of Common Stock to CF under the Common Stock Purchase Agreement until the Commencement (as defined in the Common Stock Purchase Agreement), which is the time when all of the conditions to the Near’s right to commence sales of Common Stock to CF set forth in the Common Stock Purchase Agreement have been satisfied, including that a registration statement relating to the Common Stock is filed and declared effective by the SEC. After the Commencement, Near will have the right, from time to time at its sole discretion until the first day of the month next following the 36 -month The purchase price of the shares of Common Stock that Near elects to sell to CF pursuant to the Common Stock Purchase Agreement will be the volume weighted average price of the Common Stock during the applicable purchase date on which Near has timely delivered written notice to CF directing it to purchase the shares of Common Stock under the Common Stock Purchase Agreement. Near will receive 98% of the volume weighted average price of the Common Stock so sold. In connection with the execution of the Common Stock Purchase Agreement, Near will issue to CF shares of Common Stock in an amount equal to $2,000,000 at a per share price based on the price of Near’s Common Stock on the Commencement Date, as consideration for CF’s irrevocable commitment to purchase the shares of Common Stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. On March Pursuant to the CF Fee Agreement, among other things, the parties agreed that, notwithstanding any term or provision of the CF Engagement Letter, CF&CO would receive, in lieu of the cash advisory fee otherwise payable to it pursuant to the CF Engagement Letter, a number of shares (the “ Advisory Fee Shares |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 28 During April 2021, the Company was formed for the purpose of reorganization by Near Pte. Ltd. Post capital reduction, the Company’s Chief Executive Officer (the “Executive”) became sole owner of Near Pte. Ltd. Transactions with Near Pte. Ltd. and its affiliates are considered to be related parties due to the 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 $19,638 is included in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2022. No interest was received for the year ended December 31, 2022. 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 $57,897 with a foreign exchange impact of $32,950 is included in accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022. The Company has repaid $118,633 of principal during the year ended December 31, 2022. No interest was paid during the year ended December 31, 2022. |
Kludein I Acquisition Corp. [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 4,312,500 -allotment -allotment -converted -allotment The Sponsor and its director nominees have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading In connection with the closing of the Initial Public Offering, the Anchor Investor acquired from the Sponsor an indirect economic interest in an aggregate of 635,625 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investor after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investor to be $4,411,238, or $6.94 per share. The fair value of the Founder Shares was estimated using the income approach. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and a capital contribution from the Sponsor in accordance with Topic 5T. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering using the with -and-without -in -measured The transfer of the Founders Shares to the Company’s director nominees, as described above, is within the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2022 and 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock -based Promissory Note — Related Party On September 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non -interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, make Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On January 21, 2022, the Company issued a promissory note with respect to the Working Capital Loans in the principal amount of up to $1,500,000 to the Sponsor. The Working Capital Loan is non -interest -Business Consulting Agreement The Company entered into an agreement commencing on September 1, 2021 to pay an affiliate of the Sponsor a sum of $7,500 per month, for consulting services for due diligence related to the business combination. For the year ended December 31, 2022 and December 31, 2021, the Company incurred $67,500 and $30,000. As of December 31, 2022 and December 31, 2021 $97,500 and $30,000 is included in accrued expenses in the accompanying consolidated balance sheets respectively. Extension Funds On July 7, 2022, the Company issued an unsecured promissory note to the Sponsor for up to an aggregate principal amount of $2,060,070 to be deposited into the Trust Account in connection with the Extension. The Company was to deposit up to six equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to: (i) all of the holders of the Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. The Extension Funds note is not convertible and bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. As of December 31, 2022, an aggregate of $1,373,380 has been drawn down on the Extension Funds and deposited into the Trust Account to cover the first four months of the extension. Near Extension Note On November 23, 2022, the Company issued a promissory note (the “Near Extension Note”), dated as of November 18, 2022, in the aggregate principal amount of up to $686,690, to Near. The Near Extension Note relates to the final two payments of the Company’s extension funds of $343,345 each to be deposited into the Trust Account for each month in which the date by which the Company must consummate its initial business combination is extended, from July 11, 2022 until January 11, 2023. As of December 31, 2022, the full amount of $686,690 has been drawn down on the Near Extension Note and deposited into the Trust Account. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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. 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 -related -related 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. -in-kind 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 On May 18, 2023, the Company entered into a securities purchase agreement (the “Part A -2 -2 -2 -2 -2 -2 The Part A -2 -year -2 -2 -2 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 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 Except for YA II PN, Ltd. (“Yorkville”), no Part A -2 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 -2 -2 -2 -2 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 | 29 On May 18, 2022, KludeIn I Acquisition Corp. (“KludeIn”), a Delaware corporation listed with NASDAQ in the United States, and Near Pte. Ltd. entered into an Agreement and Plan of Merger that will transform the Company into a publicly listed company. On February 13, 2023, a notice of effectiveness on Form S -4 |
Kludein I Acquisition Corp. [Member] | ||
Subsequent events [Abstract] | ||
Subsequent events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, except as identified below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. At the special meeting of stockholders on January 6, 2023, stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from January 11, 2023 to April 11, 2023 (or such earlier date as determined by the board of directors of the Company). In connection with the Second Extension, stockholders holding 9,786,530 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per share), which included $1,190,676 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligations, was removed from the Trust Account to pay such holders. As described in Note 2, due to the Inflation Reduction Act, the 9,786,530 On January 11, 2023, the Company liquidated the investments held in the trust account and instead hold the funds in the trust account in an interest bearing demand deposit account until the earlier of the consummation of our initial business combination or our liquidation. On January 17, 2023, the Company entered into Amendment No. 3 to the Agreement and Plan of Merger, pursuant to which the minimum cash condition to Closing was revised such that, upon the Closing, the Company is required to have cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the payment of Public Stockholder redemptions) and the proceeds of any funded Transaction Financing, prior to the payment of the Company’s unpaid expenses and before repayment of any loans owed by the Company to its sponsor, at least equal to $95,000,000 less the aggregate amount of proceeds of any Permitted Equity Financing and any Permitted Debt of Near or any other Target Company that is available to any of them following the Closing or that previously has been drawn down by any of them prior to the Closing, including amounts in escrow that would be eligible to be requested following the Closing and amounts that may be requested following the Closing that are contingent upon the occurrence of specified events or the satisfaction of certain conditions precedent, whether or not such events actually occur or such conditions ultimately are satisfied. On January 17, 2023, January 26, 2023 and February 3, 2023, the Company filed amendments to its Registration Statement on Form S -4 Subsequent to December 31, 2022, the Sponsor advanced the Company $275,000. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Kludein I Acquisition Corp. [Member] | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over -allotment -half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Kludein I Acquisition Corp. [Member] | |
Private Placement Warrants [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($5,200,000 in the aggregate), in a private placement. Certain qualified institutional buyers or institutional accredited investors (“Anchor Investor”) purchased an aggregate of 780,000 Private Placement Warrants from the Sponsor at a price of $1.00 per Private Placement Warrant ($780,000 in the aggregate). As a result, the Sponsor and Anchor Investor held 4,420,000 and 780,000 Private Placement Warrants, respectively. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the difference in the initial fair value of $0.72 per warrant of the Private Placement Warrants and the purchase price of $1.00 per share, the Company recorded a contribution to additional paid -in |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Kludein I Acquisition Corp. [Member] | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one -linked -converted -linked -linked -equivalent |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant liabilities | 17 In connection with the Harbert loan, the Company granted the lender, warrants equal to EUR 1,200,000 divided by the strike price of $500 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 $730 per share (Tranche 2). Further, on April 29, 2022 additional warrants were granted equal to $730,000 divided by the strike price of $1,050 per share (Modified Warrants). Tranche 1 and Tranche 2 warrant holders are guaranteed a minimum payout of EUR 2,500,000 (or $463 and $676 per warrant) in a scenario when equity share value falls below $963 and $1,406 and are guaranteed a minimum payout of EUR 1,500,000 (or $625 per warrant) in a scenario when equity share value falls below $1,125. 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 9,660 The Warrant has 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 consolidated statements of operations as a change in fair value of warrant liability. 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 A comparison of the assumptions used in calculating estimated fair value of such warrant liabilities as of December 31, 2022 and 2021 is as follows: As of 2022 2021 Volatility 85.0% – 91.8% 58.0% Risk-free rate 3.8% – 3.9% 0.22% Contractual term (years) 6.1 – 9.9 0.58 Exercise price 500 – 1,512 963 – 1,406 Number of warrants in aggregate 14,961.265 4,606.027 Refer to note 25 for details on fair valuation methodology and summary of the changes in fair value. |
Kludein I Acquisition Corp. [Member] | |
Warrant Liabilities [Abstract] | |
Warrant liabilities | NOTE 8 — WARRANT LIABILITIES As of December 31, 2022 and 2021, 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 Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): • • • • -trading 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 Class A 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 Class A 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked At December 31, 2022 and 2021, there were 5,200,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, 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 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
Acquisitions | 3 (a) Uber Media Inc On March 31, 2021, the Company acquired 100% of the outstanding equity interests in Uber Media Inc., a Delaware corporation, engaged in providing location insights and advertising solutions. This acquisition expands the Company’s capabilities in improving customer experience of its clients through cloud technologies and advanced data analytics and expands its customer base in US. The Company issued 66,140.480 Series U Preferred stock amounting to $69,339,742 as purchase consideration. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: March 31, Assets acquired: Cash and cash equivalents 2,707,863 Goodwill 56,423,109 Property and equipment 23,518 Intangible assets 15,236,631 Accounts receivable 3,167,292 Prepaid expenses and other current assets 89,493 Total assets acquired 77,647,906 Borrowings 3,397,620 Accounts payable 1,293,922 Accrued expenses and other current liabilities 3,616,622 Net assets acquired 69,339,742 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes. Acquisition -related Since the acquisition date, $15,822,516 of revenue and $1,907,798 of net loss have been included in the consolidated statements of operations for the year ended December 31, 2021. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in years): Fair value Useful life Customer relationships 9,614,578 3 years Software platform 5,622,053 3 years Total intangible assets 15,236,631 The following unaudited supplemental pro forma combined financial information presents the Company’s combined results of operations for the year ended December 31, 2021 as if the acquisition of UberMedia Inc. had occurred on January 1, 2021. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the acquisition of UberMedia Inc. been completed on January 1, 2021. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of UberMedia Inc. Year ended Revenues 50,110,360 Net loss (21,422,321 ) The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include: (i) (ii) (iii) -related -time (iv) |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 12 Months Ended |
Dec. 31, 2022 | |
Cash, cash equivalents and restricted cash [Abstract] | |
Cash, cash equivalents and restricted cash | 4 Cash, cash equivalents and restricted cash consist of the following: As of 2022 2021 Cash and cash equivalents 16,599,897 8,839,402 Restricted cash 44,398,144 110,925 60,998,041 8,950,327 Restricted cash represents an automatically renewed short -term |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8 The Company leases office spaces from various lessors. Some property leases contain extension options exercisable by the Company up to one year before the end of the non -cancellable Year ended 2022 2021 Operating lease cost 927,802 636,369 Short-term lease cost 467,726 673,119 Total lease cost 1,395,528 1,309,488 Total lease cost is included under “general and administrative” in the consolidated statements of operations. Other information — operating leases Year ended 2022 2021 Weighted-average remaining lease term (in years) 4.38 3.96 Weighted-average discount rate 6.5 % 10.1 % Cash paid for amounts included in the measurement of operating lease $ 795,852 $ 581,641 Right -of-use The following table reconciles the future undiscounted cash flows of operating leases to the operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2022: Period range As of 0 – 1 years 1,174,592 1 – 2 years 1,240,071 2 – 3 years 1,017,122 3 – 4 years 622,184 4 – 5 years 402,709 After 5 year 302,032 Total undiscounted lease payments 4,758,710 Less: imputed interest (522,766 ) Total lease liabilities 4,235,944 |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2022 | |
Other assets [Abstract] | |
Other assets | 11 As of 2022 2021 Other assets consist of the following: Strategic investments (see note 26) 2,618,171 2,618,171 Deferred tax assets 84,470 78,370 Contract assets 78,697 380,159 Deposits 100,677 27,044 2,882,015 3,103,744 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | 13 Accrued expenses and other current liabilities consist of the following: As of 2022 2021 Accrued expenses 8,159,000 3,276,686 Deferred revenue 2,806,796 2,171,668 Accrued employee cost 1,579,960 578,601 Short-term borrowing from related party (note 28) 2,119,807 — Deferred settlement* 3,218,757 — Statutory liabilities 2,075,655 1,195,958 Retirement benefits (note 15) 44,493 44,277 20,004,468 7,267,190 ____________ * |
Retirement benefits
Retirement benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement benefits [Abstract] | |
Retirement benefits | 15 The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined benefit plan (Unfunded) In accordance with Indian law, the Company provides a defined benefit retirement plan (the “Gratuity Plan”) covering substantially all of its Indian employees. The Gratuity Plan provides a lump -sum The following table sets forth the amounts recognized in the Company’s consolidated financial statements based on actuarial valuations carried out as of December 31, 2022 and 2021: Year ended 2022 2021 Change in benefit obligation Projected benefit obligation at the beginning 230,588 205,139 Interest costs 11,676 10,174 Service costs 52,170 49,243 Actuarial gain (31,227 ) (14,553 ) Benefits paid (6,602 ) (14,634 ) Effect of exchange rate changes (23,827 ) (4,781 ) Projected benefit obligation at the end 232,778 230,588 Amounts recognized in the consolidated balance sheets consist of: Current liabilities (recorded under accrued expenses and other current liabilities) 44,493 44,277 Non-current liabilities (recorded under other liabilities) 188,285 186,311 Unfunded amount recognized 232,778 230,588 Net defined benefit plan costs include the following components for: Year ended 2022 2021 Interest costs 11,676 10,174 Service costs 52,170 49,243 Actuarial gain (31,227 ) (14,553 ) Total 32,619 44,864 The Company estimates that it will pay $38,780 in fiscal 2023 related to contributions to defined benefit plans. The principal assumptions used in determining gratuity for the Company’s plans are shown below: As of 2022 2021 Discount rate 7 % 5 % Rate of increase in compensation per annum 15 % 15 % Retirement age (in years) 58 58 The Company evaluates these assumptions based on projections of the Company’s long -term The expected benefit plan payments set forth below reflect expected future service: Year ending December 31, Amounts 2023 38,780 2024 38,166 2025 37,111 2026 34,401 2027 33,544 Thereafter 95,701 277,703 The Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit obligations as of December 31, 2022. Defined contribution plans The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards defined contribution schemes. For the year ended December 31, 2022 and 2021, the Company contributed $73,031 and $44,755, respectively, to defined contribution plans in India. |
Other liabilities
Other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other liabilities [Abstract] | |
Other liabilities | 16 As of 2022 2021 Other liabilities consist of the following: Deferred income tax liabilities 2,221 4,210 Deferred revenue 540,594 — Retirement benefits (note 15) 188,285 186,311 731,100 190,521 |
Interest expense, net
Interest expense, net | 12 Months Ended |
Dec. 31, 2022 | |
Interest Expense, Net [Abstract] | |
Interest expense, net | 21 Year ended 2022 2021 Interest expense, net consists of the following: Interest expense: Interest on loans 6,174,086 2,821,388 Finance cost to related party 57,897 — Interest income: Deposits and short term investments 53,561 153,988 Finance income from related party 19,638 — 6,158,784 2,667,400 |
Other income, net
Other income, net | 12 Months Ended |
Dec. 31, 2022 | |
Other income, net [Abstract] | |
Other income, net | 22 Year ended 2022 2021 Income from marketable securities 11,644 21,077 Other 657,087 408,160 668,731 429,237 |
Strategic investments
Strategic investments | 12 Months Ended |
Dec. 31, 2022 | |
Strategic investments [Abstract] | |
Strategic investments | 26 a) XLocations Inc. The Company invested in XLocations Inc. in the amount of $137,100 in February 2018. In May 2018, additional funding from external investors received by XLocations Inc resulted in a dilution of the Company’s equity interest from 60% to 26.25%. Despite the equity interest of 26.25%, the Company believes it does not have the ability to significantly influence the operational and financial policies of the investee and uses the measurement alternative for equity investments without readily determinable fair values. Accordingly, the retained interest was fair valued on the date of loss of control for $637,671. The basis for the measurement of fair value for this equity investment is Level 3 in the fair value hierarchy. The carrying value of this investment amounted to $618,171 as of December 31, 2021 and 2021 respectively. The investment is included in other assets on the consolidated balance sheets. For the years ended December 31, 2022 and 2021, the Company assessed there was no permanent diminution in the value of the investment and accordingly, no impairment charge was recorded. There have been no upward or downward adjustments to this investment during the years ended December 31, 2022 and 2021. b) Memob Plus FZ LLC On July 2, 2021, the Company entered into a subscription and shareholders agreement to subscribe for 30 -kind The Company believes it does not have the ability to significantly influence the operational and financial policies of the investee and uses the measurement alternative for equity investments without readily determinable fair values. The carrying value of this investment amounted to $2,000,000 as of December 31, 2022 and 2021. The investment is included in other assets on the consolidated balance sheets. For the year ended December 31, 2022 and 2021, the Company assessed there was no permanent diminution in the value of the investment and accordingly, no impairment charge was recorded. There have been no upward or downward adjustments to this investment during the years ended December 31, 2022 and 2021. |
Events (Unaudited) Subsequent t
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report | 12 Months Ended |
Dec. 31, 2022 | |
Events Unaudited Subsequent To The Date Of The Independent Auditors Report Abstract | |
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report | 30 Pursuant to the Agreement and Plan of Merger with KludeIn (the “Business Combination”), on March 23, 2023, the Company became a publicly listed company under the name of Near Intelligence, Inc. On March 24, 2023, following the consummation of the Business Combination, Near Intelligence, Inc.’s common stock and the Public Warrants began trading on Nasdaq under the symbols “NIR” and “NIRWW,” respectively. As a result of the Business Combination, Near Intelligence, Inc. received approximately $2.0 million from the KludeIn trust account and incurred approximately $25.4 million of related legal, financial advisory and other professional fees. On March 31, 2023, Near Intelligence, Inc. entered into a Securities Purchase Agreement with certain investors in connection with the issuance and sale of (i) Convertible Debentures in an aggregate principal amount of $6.0 million and (ii) warrants to purchase an aggregate of 149,234 Warrant Shares of Common Stock. 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 Further, (i) from April On May -related -related -related Effective as of May and Amendment No. -in-kind As described below, on May -1 On May -2 -2 -2 -2 -2 -2 The Part A -2 -year (b) the -2 -2 -2 Subject to the Stockholder Approval Requirement (as defined below), beginning November -2 $0.45 (the 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 Except for YA II PN, Ltd. (“Yorkville”), no Part A -2 4.99% (or The Part A -2 -2 -2 -2 -2 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 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 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
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 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. | a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The accompanying 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. The consolidated financial statements include the 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 consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. |
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. | b) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the 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 values of investments and other financial instruments, fair value of acquired intangible assets and goodwill, 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 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 consolidated financial statements are reasonable. Management monitors 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. | 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 20. |
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 | d) Cash and cash equivalents Cash and cash equivalents primarily represent bank balances in current accounts. The Company considers all short -term |
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 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. | 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. For information regarding the Company’s restricted cash, see note 4. |
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. | g) 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, marketable securities, investment in debt securities, term deposits with banks and accounts receivables. The Company places its cash and cash equivalents, marketable securities and investment in commercial paper, 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 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 -lived | l) Impairment of long-lived assets The Company evaluates its long -lived |
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: Level 2: Level 3: 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. | m) 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 -making -to-date A time -elapsed -based 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 -by-case -alone 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) ii) | q) 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 -making -to-date A time -elapsed -renewal 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 -alone 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 note 20 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) ii) |
Stock-based compensation | k) Stock-based compensation Stock -based -classified -based -employees -07 -Based -based -pricing -Scholes -based -line -based | s) Stock-based compensation Stock -based -classified -based -employees -07 -Based -based -pricing -Scholes -based -line are accounted for as they occur. Stock -based |
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 -class -class 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 -average -dilutive | u) Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two -class -class -class Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted -average -average -dilutive |
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 -convertible -year In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022 -04 -50 In October 2021, the FASB issued ASU No. 2021 -08 | w) Changes in accounting policies and recently issued accounting pronouncements The Company is expected to be 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. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020 -06 -Debt -Contracts -converted -06 In September 2022, the FASB issued ASU No. 2022 -04 -50 In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”) and applies to lease and other contracts, hedging instruments, held -to-maturity In October 2021, the FASB issued ASU No. 2021 -08 |
Income taxes | t) Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more -likely -not Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carry forward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. | |
Investments | f) Investments Equity securities Equity investments, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations in accordance with Accounting Standard Updates (“ASU”) 2016 -01 Marketable securities Marketable securities represent investments in mutual funds having readily determinable fair value. These mutual funds meet certain criteria for equity investments in accordance with ASU 2016 -01 Short term investments Accounting for the Company’s debt securities varies depending on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as held -to-maturity -to-maturity | |
Accounts receivables | h) Accounts receivables, net Accounts receivable primarily comprise of cash due from customers and are recorded at the invoiced amount, net of an allowance for credit losses. The Company pools its accounts receivable based on similar risk characteristics in estimating expected credit losses. Credit losses for accounts receivable are based on the roll -rate as established a provision matrix based on historical credit loss experience, adjusted for forward -looking -looking A financial asset is written off when it is deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. Expected recoveries of amounts previously written off, not to exceed the aggregate amounts previously written off, are included in determining the allowance at each reporting period. Allowance for credit losses are presented as a credit loss expense within “General and administrative” on the consolidated statements of operations. Subsequent recoveries of amounts previously written off are credited against the same line item. | |
Property and equipment | i) Property and equipment Recognition and measurement Plant and equipment are stated at cost less accumulated depreciation and amortization and accumulated impairment loss. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. The Company depreciates and amortizes all property and equipment using the straight -line • 5 years • 2 – 3 years • 10 years • 3 years • Useful life or lease term, whichever is lower Software acquired for internal use is included in property and equipment on the Company’s consolidated balance sheet and amortized on a straight -line Capital work in progress is not depreciated until it is ready to be used. Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. | |
Business combinations | j) Business combinations The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations”. Such acquisitions are accounted using the acquisition method by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non -controlling Where the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred. 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. The Company completed the annual impairment test and did not recognize any goodwill impairment charges in the years ended December 31, 2022 and 2021. 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. | |
Leases | k) Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether it has the right to obtain substantially all the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are initially measured at an amount equal to the lease liabilities and adjusted for lease incentives received and initial direct costs, if any. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, for the purpose of computing lease liabilities based on the remaining lease term and the rates prevailing in the jurisdiction where the lease was executed. Only fixed payments or in -substance The Company’s leases include its corporate offices. The lease term of operating leases vary from 11 months to 6 years. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. Operating leases are included in operating lease ROU assets, current and non -current -line -line | |
Foreign currency | n) Foreign currency The Company’s consolidated financial statements are reported in U.S. dollars which is also its functional currency. The functional currency for the Company’s subsidiaries in USA, Australia, Japan, India and France are their respective local currencies and the functional currency of the Company’s subsidiary in Singapore is U.S. dollars. The translation of the functional currencies of the Company’s subsidiaries into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of stockholders’ deficit on the consolidated balance sheets. Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations. | |
Fair value option | o) Fair value option Under the Fair Value Option (FVO) subsections of ASC Subtopic 825 -10 -by-instrument -specific | |
Variable interest entities | p) Variable interest entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If the Company determines that an entity for which it holds a contractual or ownership interest in is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP. | |
Employee benefit plans | r) Employee benefit plans Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. Net actuarial gains and losses are immediately recognized in the consolidated statements of operations. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in net periodic cost in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. | |
Expenses | v) Expenses Set forth below is a brief description of the components of the Company’s expenses: i. Cost of revenue, exclusive of depreciation and amortization Cost of revenue primarily consists of costs related to third -party -related -time ii. Product and technology Product and technology expenses primarily consist of personnel -related -personnel-related -party iii. Sales and marketing Sales and marketing expenses primarily consist of personnel -related iv. General and administrative General and administrative expenses consist primarily of personnel -related -personnel -related | |
Kludein I Acquisition Corp. [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of presentation and principles of consolidation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | |
Fair value measurements and financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheets, primarily due to their short -term | |
Net loss per share | Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two -class -measurement The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,825,000 Founder Shares subject to forfeiture (see Note 5) are not included in weighted average shares outstanding for basic net income (loss) per share until the forfeiture restrictions lapse, however, they are included in weighted average shares outstanding for diluted net (loss) income per share for the entire period. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 3,842,900 $ 1,189,669 $ (323,233 ) $ (82,793 ) Denominator: Basic and diluted weighted average shares outstanding 13,930,350 4,312,500 16,776,099 4,297,047 Basic and diluted net income (loss) per share of common stock $ 0.28 $ 0.28 $ (0.02 ) $ (0.02 ) | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2021, substantially all of the assets held in the Trust Account were primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Interest earned and gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in At December 31, 2022 and 2021, the shares of Class A common stock reflected in the consolidated balance sheets as temporary equity were reconciled in the following table: Number of Shares Carrying Amount Gross proceeds for the Initial Public Offering 17,250,000 $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants — (6,210,000 ) Class A common stock issuance costs — (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs — (4,252,433 ) Plus: Remeasurement of carrying value to redemption value — 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 17,250,000 172,500,000 Less: Class A common stock redeemed, including Trust Account earnings of $32,631 (6,845,606 ) (68,488,691 ) Plus: Extension Funds from Sponsor — 1,373,380 Near Extension Note — 686,690 Remeasurement of carrying value to redemption value — 1,135,977 Class A common stock subject to possible redemption, as of December 31, 2022 10,404,394 $ 107,207,356 | |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Ross-Rubenstein -Ross-Rubenstein | |
Allocation of issuance costs | Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its warrants using the guidance in ASC Topic 470 -20 -20 -measured | |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Financial Accounting Standards Board (“FASB”) ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. For interim periods, the income tax provision or benefit related to ordinary income or loss is computed at an estimated annual effective income tax rate and the income tax provision or benefit related to all other items is individually computed and recognized when the items occur. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. In January 2023, 9,786,530 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policie (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policie (Tables) [Line Items] | |
Schedule of property and equipment using the straight-line method | • 5 years • 2 – 3 years • 10 years • 3 years • Useful life or lease term, whichever is lower |
Kludein I Acquisition Corp. [Member] | |
Summary of Significant Accounting Policie (Tables) [Line Items] | |
Schedule of the shares of class A common stock reflected in the consolidated balance sheets as temporary equity | Number of Shares Carrying Amount Gross proceeds for the Initial Public Offering 17,250,000 $ 172,500,000 Less: Proceeds allocated to the initial fair value of Public Warrants — (6,210,000 ) Class A common stock issuance costs — (9,527,789 ) Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs — (4,252,433 ) Plus: Remeasurement of carrying value to redemption value — 19,990,222 Class A common stock subject to possible redemption, as of December 31, 2021 17,250,000 172,500,000 Less: Class A common stock redeemed, including Trust Account earnings of $32,631 (6,845,606 ) (68,488,691 ) Plus: Extension Funds from Sponsor — 1,373,380 Near Extension Note — 686,690 Remeasurement of carrying value to redemption value — 1,135,977 Class A common stock subject to possible redemption, as of December 31, 2022 10,404,394 $ 107,207,356 |
Schedule of basic and diluted net income (loss) per share of common stock | For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 3,842,900 $ 1,189,669 $ (323,233 ) $ (82,793 ) Denominator: Basic and diluted weighted average shares outstanding 13,930,350 4,312,500 16,776,099 4,297,047 Basic and diluted net income (loss) per share of common stock $ 0.28 $ 0.28 $ (0.02 ) $ (0.02 ) |
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 shares of common stock issued ofconsummation of the business combination | 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts receivable, net [Abstract] | ||
Schedule of accounts receivable net consists | March 31, December 31, 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 2022 2021 Accounts receivable 29,429,331 18,833,676 Allowance for credit losses (3,417,845 ) (2,073,836 ) Accounts receivable, net 26,011,486 16,759,840 |
Schedule of company’s allowance for credit losses | March 31, December 31, 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 | Year ended 2022 2021 Opening balance 2,073,836 4,383,573 Additions charged 1,344,009 49,709 Bad debts written off — (2,359,446 ) Closing balance 3,417,845 2,073,836 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Prepaid expenses and other current assets [Abstract] | ||
Schedule of prepaid expenses and other current assets | March 31, December 31, 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) -interest | As of 2022 2021 Advanced income and non-income taxes 648,729 676,276 Deposits 349,041 342,157 Prepaid expenses 913,101 743,006 Contract assets 283,772 266,195 Advance to related party (note 28) 1,797,313 — Promissory note* 686,690 — Other receivables 284,622 222,669 4,963,268 2,250,303 * |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property and equipment, net [Abstract] | ||
Schedule of property and equipment net | March 31, December 31, 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 | As of 2022 2021 Computers 387,267 269,279 Office equipment 90,111 96,808 Furniture and fixtures 194,715 77,212 Leasehold improvements 2,668 2,956 Servers 12,671,736 12,671,736 Total 13,346,497 13,117,991 Less: Accumulated depreciation and amortization (8,722,333 ) (4,384,968 ) Capital work in progress 34,415 — Total 4,658,579 8,733,023 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | As of As of Gross Accumulated Net Gross Accumulated Net Customer relationships 12,585,004 (5,978,395 ) 6,606,609 9,792,428 (2,492,570 ) 7,299,858 Software platform 5,622,053 (3,279,532 ) 2,342,521 5,622,053 (1,405,513 ) 4,216,540 Non compete agreement 1,830,236 (90,258 ) 1,739,978 20,037,293 (9,348,185 ) 10,689,108 15,414,481 (3,898,083 ) 11,516,398 |
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 | 2023 6,407,164 2024 2,570,106 2025 1,070,002 2026 366,047 2027 275,789 Total future amortization expense 10,689,108 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Schedule of changes in carrying value of goodwill | March 31, December 31, 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 | As of 2022 2021 A summary of the changes in carrying value of goodwill is as follows: Opening balance 62,387,725 6,352,720 Goodwill relating to acquisitions consummated during the period — 56,423,109 Effect of exchange rate changes (392,967 ) (388,104 ) Closing balance 61,994,758 62,387,725 |
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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Borrowings [Abstract] | ||
Schedule of borrowings | March 31, December 31, 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 | As of 2022 2021 Harbert loan, net of debt amortization expenses — 15,479,975 Blue Torch finance, net of debt amortization expenses 86,758,378 — BPI France 839,473 1,147,826 CIN Phases — 932,194 BNP Paribas 748,797 910,160 88,346,648 18,470,155 |
Schedule of estimated fair value of working capital loan borrowings | March 31, 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 | Annual 2023 2,783,060 2024 539,954 2025 380,966 2026 100,129,028 Total: aggregate maturities of long-term borrowings 103,833,008 Less: carrying value of unamortized borrowings financing costs (15,486,360 ) Net maturities of long-term borrowings 88,346,648 Less: current portion of long-term borrowings (2,783,060 ) Long-term borrowings 85,563,558 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable [Abstract] | |
Schedule of accounts payable | March 31, December 31, 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | ||
Schedule of RSUs | For the three months ended Number of shares 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 * -money | Year ended Number of Weighted Granted 52,120.000 1,392.20 Vested pending settlement (44,706.000 ) 1,397.51 Forfeited (1,446.000 ) 1,397.51 Unvested units as of December 31, 2022 5,968.000 1,351.15 * -money |
Schedule of stock options granted | 2021 Expected dividend yield 0.00% Expected volatility 52.60% Risk-free interest rate 2.41% Expected average life of options (in years) 9 Years | |
Schedule of stock option | Years Ended December 31, 2021 Number of Weighted Weighted Aggregate Outstanding at January 1 41,862.299 $ 5.06 9.62 $ 1,988,967 Granted 13,185.400 429.47 Forfeited (4,983.894 ) (10.88 ) Exercised (29,876.229 ) (2.13 ) Outstanding at December 31 20,187.576 285.17 11.61 1,164,204 Vested and exercisable as of December 31, 2021 6,626.813 Weighted average grant-date fair value of options granted during the period $ 60 | |
Schedule of stock-based compensation expense for the stock options and RSUs | Year ended 2022 2021 Cost of revenue 896,511 — Product and technology 5,892,394 (98,487 ) Sales and marketing 4,998,640 10,217 General and administrative 54,687,484 165,290 66,475,029 77,020 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrant liabilities [Abstract] | ||
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities | March 31, December 31, 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 | As of 2022 2021 Volatility 85.0% – 91.8% 58.0% Risk-free rate 3.8% – 3.9% 0.22% Contractual term (years) 6.1 – 9.9 0.58 Exercise price 500 – 1,512 963 – 1,406 Number of warrants in aggregate 14,961.265 4,606.027 |
Schedule of assumptions used in calculating estimated fair value of public warrants and private placement warrants | March 31, 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | As of 2022 2021 Conversion of outstanding redeemable convertible preferred stock 307,298.151 307,298.151 Stock options issued and outstanding — 20,187.576 Restricted stock units (vested pending settlement and unvested) 50,674.000 — Warrants 14,961.265 6,886.027 Remaining shares available for future issuance under the ESOP Plan — 101,457.955 Remaining shares available for future issuance under the RSU Plan 33,008.690 — |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | Year ended 2022 2021 Core Subscription Revenue 51,862,758 38,940,524 Sale of operational products recognized point in time 7,883,013 6,380,151 59,745,771 45,320,675 |
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 | Year ended 2022 2021 Australia 4,567,608 4,170,115 France 12,022,258 6,601,755 India 103,900 371,475 Japan 309,063 199,695 Singapore 402,747 738,226 UAE 390,767 653,298 United Kingdom 1,558,806 2,334,095 United States 39,174,040 28,998,625 Others 1,216,582 1,253,391 59,745,771 45,320,675 |
Schedule of deferred revenue consists of customer billings | Year ended 2022 2021 Balance at beginning of the period 2,171,668 249,804 Add: Billings 8,086,620 4,553,356 Add: Acquired in business combination — 1,874,182 Less: Revenue recognized* (6,923,927 ) (4,502,956 ) Less: foreign exchange loss 13,029 (1,998 ) Balance at end of the period 3,347,390 2,171,668 * |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes (Tables) [Line Items] | |
Schedule of income tax expense | Year ended 2022 2021 Current: Federal — 4,316 State 17,551 5,755 Foreign 495,058 287,682 Total current 512,609 297,753 Deferred: Federal — — State — — Foreign (13,442 ) 7,603 Total provision 499,167 305,356 |
Schedule reconciliation of effective tax rate | Year ended 2022 2021 U.S federal statutory income tax rate (a) 21.0 % 17.0 % Valuation allowance (17.3 )% (15.4 )% Non-deductible expenses (0.2 )% (3.6 )% Stock based compensation (5.0 )% — Credits 0.4 % — Internal restructuring — (0.3 )% Foreign rate differential (0.5 )% 0.8 % State and local income taxes, net of federal benefit 2.2 % — Others (1.1 )% — Effective tax rate (0.5 )% (1.5 )% |
Scedule of deferred tax assets and liabilities | As of 2022 2021 Deferred tax assets: Net operating loss carryforwards 18,495,760 13,109,201 Stock based compensation 10,142,989 — Accrued expenses 63,627 — Interest limitation 1,626,806 — R&D and other tax credit carryforwards 3,275,931 2,916,264 Operating lease liabilities 235,782 324,503 Retirement benefits — 58,034 Property and equipment — 341 Others 325,324 462,697 Total deferred tax assets 34,166,219 16,871,040 Valuation allowance (33,046,626 ) (14,063,564 ) Total deferred tax assets, net of valuation allowance 1,119,593 2,807,476 Deferred tax liabilities: Depreciation and amortization (820,603 ) (2,423,334 ) Operating lease right-of-use assets (216,741 ) (305,772 ) Marketable securities — (4,210 ) Total deferred tax liabilities (1,037,344 ) (2,733,316 ) Net Deferred tax assets 82,249 74,160 As of 2022 2021 Classified as Deferred income tax assets 84,470 78,370 Deferred income tax liabilities 2,221 4,210 |
Kludein I Acquisition Corp. [Member] | |
Income taxes (Tables) [Line Items] | |
Schedule of income tax expense | December 31, December 31, Federal Current $ 302,394 $ — Deferred (225,819 ) (320,314 ) State and Local Current — — Deferred — — Change in valuation allowance 297,441 320,314 Income tax provision $ 374,016 $ — |
Schedule reconciliation of effective tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants (28.0 )% 84.9 % Transaction costs allocable to warrants 0.0 % (27.1 )% Business combination expenses 8.4 % — % Change in valuation allowance 5.5 % (78.9 )% Income tax provision 6.9 % 0.0 % |
Scedule of deferred tax assets and liabilities | December 31, December 31, Deferred tax assets, net Net operating loss carryforward $ — $ 29,571 Startup and organizational costs 618,152 295,262 Change in fair value of Working Capital Loan (71,622 ) — Unrealized gain on marketable securities — (4,121 ) Total deferred tax assets, net 546,530 320,712 Valuation allowance (618,152 ) (320,712 ) Deferred tax liability, net of valuation allowance $ (71,622 ) $ — |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 ) | Year ended 2022 2021 Net loss attributable to common stockholders (104,221,432 ) (21,055,599 ) Less: Accretion to preferred stock redemption value — (13,463,002 ) (104,221,432 ) (34,518,601 ) Weighted-average number of shares outstanding used to compute net loss per share 96,835.154 63,992.300 Net loss per share attributable to common stockholders, basic and diluted (1,076.28 ) (539.42 ) |
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 | As of 2022 2021 Redeemable convertible preferred stock 307,298.151 307,298.151 Stock based compensation — 20,187.576 Unvested restricted stock units 5,968.000 — Warrants 14,961.265 6,886.027 Total 328,227.416 334,371.754 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Tables) [Line Items] | ||
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) -Scholes (2) -Scholes (3) (4) | 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 (b) — — 16,765,776 16,765,776 As of December 31, 2021 Fair value measurements at reporting date using Quoted prices Significant Significant Total (Level 1) (Level 2) (Level 3) Assets Marketable securities (a) 260,417 — — 260,417 Liabilities Warrant liabilities (b) — — 5,376,932 5,376,932 (a) The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert loan, were estimated using a closed -ended (b) |
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) -specific | Year ended 2022 2021 Liability at beginning of the period 5,376,932 2,436,998 Additions 12,179,537 1,399,039 Change in fair value (1) (790,693 ) 1,540,895 Liability at end of the period 16,765,776 5,376,932 (1) -specific |
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) -specific | |
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) -specific | |
Schedule of quantitative information regarding Level 3 fair value measurements | 2021 Expected dividend yield 0.00% Expected volatility 52.60% Risk-free interest rate 2.41% Expected average life of options (in years) 9 Years | |
Kludein I Acquisition Corp. [Member] | ||
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 107,332,749 $ 172,580,609 Liabilities: Warrant Liabilities – Public Warrants 1 690,000 5,180,136 Warrant Liabilities – Private Placement Warrants 3 416,000 3,131,574 Working Capital Loan 3 421,900 — | |
Schedule of quantitative information regarding Level 3 fair value measurements | As of December 31, 2022 As of December 31, 2021 Stock price $ 10.24 $ 9.84 Strike price $ 11.50 $ 11.50 Volatility 3.8 % 12.2 % Risk-free rate 4.41 % 1.17 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 0.08 $ 0.60 As of December 31, 2022 As of September 30, 2022 As of June 30, 2022 As of April 1, 2022 As of January 31, 2022 Stock price $ 10.24 $ 10.05 $ 9.99 $ 9.94 $ 9.87 Strike price 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Volatility 3.8 % 0.0 % 10.1 % 3.8 % 9.1 % Risk-free rate 4.41 % 4.01 % 2.98 % 2.40 % 2.40 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % | |
Schedule of change in the fair value of warrant liabilities and working capital loan | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 11, 2021 3,744,000 6,210,000 9,954,000 Change in fair value (612,426 ) (1,380,000 ) (1,992,426 ) Transfer to Level 1 — (4,830,000 ) (4,830,000 ) Fair value as of December 31, 2021 3,131,574 — 3,131,574 Private Placement Fair value as of January 1, 2022 $ 3,131,574 Change in fair value (2,715,574 ) Fair value as of December 31, 2022 $ 416,000 Working Capital Loan Fair value as of January 1, 2022 $ — Initial measurement at January 31, 2022 – $350,000 draw 264,900 Initial measurement at April 1, 2022 – $112,500 draw 83,396 Initial measurement at June 30, 2022 – $250,000 draw 184,807 Initial measurement at September 30, 2022 – $360,000 draw 177,331 Initial measurement at December 31, 2022 – $152,500 draw 52,522 Change in fair value (341,057 ) Fair value as of December 31, 2022 $ 421,900 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | Year ending December 31, Contractual 2023 3,309,184 2024 3,627,551 2025 18,368 6,955,103 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | ||
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities | March 31, December 31, 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 | As of 2022 2021 Volatility 85.0% – 91.8% 58.0% Risk-free rate 3.8% – 3.9% 0.22% Contractual term (years) 6.1 – 9.9 0.58 Exercise price 500 – 1,512 963 – 1,406 Number of warrants in aggregate 14,961.265 4,606.027 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
Schedule of fair value of assets acquired and liabilities | March 31, Assets acquired: Cash and cash equivalents 2,707,863 Goodwill 56,423,109 Property and equipment 23,518 Intangible assets 15,236,631 Accounts receivable 3,167,292 Prepaid expenses and other current assets 89,493 Total assets acquired 77,647,906 Borrowings 3,397,620 Accounts payable 1,293,922 Accrued expenses and other current liabilities 3,616,622 Net assets acquired 69,339,742 |
Schedule of intangible assets acquired and their estimated useful lives | Fair value Useful life Customer relationships 9,614,578 3 years Software platform 5,622,053 3 years Total intangible assets 15,236,631 |
Schedule of operations of UberMedia Inc | Year ended Revenues 50,110,360 Net loss (21,422,321 ) |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash, cash equivalents and restricted cash [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | As of 2022 2021 Cash and cash equivalents 16,599,897 8,839,402 Restricted cash 44,398,144 110,925 60,998,041 8,950,327 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of components of lease cost | Year ended 2022 2021 Operating lease cost 927,802 636,369 Short-term lease cost 467,726 673,119 Total lease cost 1,395,528 1,309,488 |
Schedule of operating leases | Year ended 2022 2021 Weighted-average remaining lease term (in years) 4.38 3.96 Weighted-average discount rate 6.5 % 10.1 % Cash paid for amounts included in the measurement of operating lease $ 795,852 $ 581,641 |
Schedule of future undiscounted cash flows of operating leases to the operating lease liabilities | Period range As of 0 – 1 years 1,174,592 1 – 2 years 1,240,071 2 – 3 years 1,017,122 3 – 4 years 622,184 4 – 5 years 402,709 After 5 year 302,032 Total undiscounted lease payments 4,758,710 Less: imputed interest (522,766 ) Total lease liabilities 4,235,944 |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill [Abstract] | |
Schedule of other assets | As of 2022 2021 Other assets consist of the following: Strategic investments (see note 26) 2,618,171 2,618,171 Deferred tax assets 84,470 78,370 Contract assets 78,697 380,159 Deposits 100,677 27,044 2,882,015 3,103,744 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | As of 2022 2021 Accrued expenses 8,159,000 3,276,686 Deferred revenue 2,806,796 2,171,668 Accrued employee cost 1,579,960 578,601 Short-term borrowing from related party (note 28) 2,119,807 — Deferred settlement* 3,218,757 — Statutory liabilities 2,075,655 1,195,958 Retirement benefits (note 15) 44,493 44,277 20,004,468 7,267,190 * |
Retirement benefits (Tables)
Retirement benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement benefits [Abstract] | |
Schedule of consolidated financial statements | Year ended 2022 2021 Change in benefit obligation Projected benefit obligation at the beginning 230,588 205,139 Interest costs 11,676 10,174 Service costs 52,170 49,243 Actuarial gain (31,227 ) (14,553 ) Benefits paid (6,602 ) (14,634 ) Effect of exchange rate changes (23,827 ) (4,781 ) Projected benefit obligation at the end 232,778 230,588 Amounts recognized in the consolidated balance sheets consist of: Current liabilities (recorded under accrued expenses and other current liabilities) 44,493 44,277 Non-current liabilities (recorded under other liabilities) 188,285 186,311 Unfunded amount recognized 232,778 230,588 |
Schedule of net defined benefit plan costs | Year ended 2022 2021 Interest costs 11,676 10,174 Service costs 52,170 49,243 Actuarial gain (31,227 ) (14,553 ) Total 32,619 44,864 |
Schedule of principal assumptions used in determining gratuity | As of 2022 2021 Discount rate 7 % 5 % Rate of increase in compensation per annum 15 % 15 % Retirement age (in years) 58 58 |
Schedule of expected benefit plan payments | Year ending December 31, Amounts 2023 38,780 2024 38,166 2025 37,111 2026 34,401 2027 33,544 Thereafter 95,701 277,703 |
Other liabilities (Tables)
Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other liabilities [Abstract] | |
Schedule of other liabilities | As of 2022 2021 Other liabilities consist of the following: Deferred income tax liabilities 2,221 4,210 Deferred revenue 540,594 — Retirement benefits (note 15) 188,285 186,311 731,100 190,521 |
Interest expense, net (Tables)
Interest expense, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Interest Expense, Net [Abstract] | |
Schedule of interest expense, net | Year ended 2022 2021 Interest expense, net consists of the following: Interest expense: Interest on loans 6,174,086 2,821,388 Finance cost to related party 57,897 — Interest income: Deposits and short term investments 53,561 153,988 Finance income from related party 19,638 — 6,158,784 2,667,400 |
Other income, net (Tables)
Other income, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other income, net [Abstract] | |
Schedule of other income, net | Year ended 2022 2021 Income from marketable securities 11,644 21,077 Other 657,087 408,160 668,731 429,237 |
Organization and description _2
Organization and description of business (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 07, 2022 USD ($) $ / shares shares | Jul. 02, 2021 USD ($) | Jan. 11, 2021 USD ($) $ / shares shares | Apr. 30, 2022 EUR (€) | Feb. 25, 2021 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 23, 2023 shares | Jan. 06, 2023 shares | Mar. 31, 2021 USD ($) shares | |
Organization and description of business (Details) [Line Items] | |||||||||||
Conversion ratio | 107.66 | ||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Issued common stock (in Shares) | shares | 46,383,143 | 8,296,074 | |||||||||
Common stock shares (in Shares) | shares | 42,109,018 | ||||||||||
Retained cash | $ 538,556 | ||||||||||
Net liabilities | 342,094 | ||||||||||
Net assets | $ 196,462 | ||||||||||
Aggregate shares (in Shares) | shares | 37,850 | ||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 2.23 | ||||||||||
Gross proceeds | $ 2,235,551 | ||||||||||
Net tangible assets | $ 15,236,631 | ||||||||||
Exercised shared (in Shares) | shares | 29,876.229 | ||||||||||
Deposit in trust account | $ 40,298,657 | $ 44,058,573 | |||||||||
Extension funds and deposited | $ 2,000,000 | € 300,000 | € 2,500,000 | ||||||||
Minimum [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 71,963.894 | ||||||||||
Enterprise value | $ 575 | ||||||||||
Maximum [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 307,298.151 | ||||||||||
Enterprise value | $ 675 | ||||||||||
Kludein I Acquisition Corp. [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 10 | $ 10.32 | |||||||||
Gross proceeds | $ 172,500,000 | ||||||||||
Transaction costs amount | $ 14,303,235 | ||||||||||
Underwriting fees | 3,450,000 | ||||||||||
Deferred underwriting fees | 6,037,500 | ||||||||||
Fair value amount | 4,411,238 | ||||||||||
Other offering costs | $ 404,497 | ||||||||||
Net proceeds | $ 172,500,000 | ||||||||||
Share unit price (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Fair market value, percentage | 80% | ||||||||||
Public share (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Public share percentage | 15% | ||||||||||
Public shares redeem percentage | 100% | ||||||||||
Dissolution expenses | $ 100,000 | ||||||||||
Exercised shared (in Shares) | shares | 6,845,606 | ||||||||||
Trust account to pay | $ 68,488,691 | ||||||||||
Interest earned | $ 32,631 | 1,760,120 | $ 78,398 | ||||||||
Shares outstanding (in Shares) | shares | 10,404,394 | ||||||||||
Deposit in trust account | $ 104,093,013 | ||||||||||
Extension funds and deposited | $ 1,373,380 | ||||||||||
Public shares exercised (in Shares) | shares | 9,786,530 | ||||||||||
Trust account | $ 101,000,000 | ||||||||||
Interest earned on trust account | $ 1,190,676 | ||||||||||
Public shares outstanding (in Shares) | shares | 617,864 | ||||||||||
Offering price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Kludein I Acquisition Corp. [Member] | Warrant [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Transaction costs amount | $ 523,013 | ||||||||||
Kludein I Acquisition Corp. [Member] | IPO [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Kludein I Acquisition Corp. [Member] | Over-Allotment Option [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Issuance of units (in Shares) | shares | 2,250,000 | ||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Kludein I Acquisition Corp. [Member] | Private Placement Warrant [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Issuance of units (in Shares) | shares | 5,200,000 | ||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 1 | ||||||||||
Gross proceeds | $ 5,200,000 | ||||||||||
Subsequent Event [Member] | Kludein I Acquisition Corp. [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | shares | 42,109,018 | ||||||||||
Shares outstanding (in Shares) | shares | 617,864 | ||||||||||
Subsequent Event [Member] | Kludein I Acquisition Corp. [Member] | IPO [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Issuance of units (in Shares) | shares | 17,250,000 | ||||||||||
Business Combination [Member] | Kludein I Acquisition Corp. [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Outstanding voting securities percentage | 50% | ||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||
Near Intelligence Holdings Inc [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Issued common stock (in Shares) | shares | 379,262.045 | ||||||||||
Extension Funds [Member] | Kludein I Acquisition Corp. [Member] | |||||||||||
Organization and description of business (Details) [Line Items] | |||||||||||
Deposit in trust account | 343,345 | ||||||||||
Aggregate principal amount | $ 2,060,070 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Mar. 22, 2023 | Jan. 23, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 07, 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 | 668,731 | $ 429,237 | ||||
Market value of common stock | 700,000,000 | ||||||
Debt securities | 91,247,204 | $ 88,346,648 | $ 18,470,155 | ||||
Underwriting fees | $ 3,018,750 | ||||||
Excise tax percentage | (0.50%) | 0.80% | |||||
Kludein I Acquisition Corp. [Member] | |||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||
Held in account | $ 104,093,013 | ||||||
Cumulative earnings | $ 3,196,047 | ||||||
Allocated issuance costs | 14,303,235 | ||||||
Underwriting fees | 3,450,000 | ||||||
Deferred underwriting commissions | 6,037,500 | ||||||
Fair value amount | 4,411,238 | ||||||
Other offering cost | 404,497 | ||||||
Issuance of class a common stock | 13,780,222 | ||||||
Warrants amount issuance costs | 523,013 | ||||||
Excise tax percentage | 1% | ||||||
Fair market value | 1% | ||||||
Federal depository insurance coverage expense | $ 250,000 | ||||||
Kludein I Acquisition Corp. [Member] | Class A Common Stock [Member] | |||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||
Share subject to forfeiture (in Shares) | 13,825,000 | ||||||
Non Convertible Debt Securities [Member] | |||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||
Debt securities | $ 1,000,000,000 | ||||||
Subsequent Event [Member] | Kludein I Acquisition Corp. [Member] | |||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||
Redeemed shares (in Shares) | 9,786,530 | ||||||
Excise tax amount | $ 100,993,709 |
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 - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2021 | |
Schedule of Reconciles the Elements of the Business Combination [Abstract] | ||
Cash-trust and cash, net of redemptions | $ 2,235,551 | $ 2,707,863 |
Less: transaction costs and advisory fees, paid | (2,030,677) | |
Net proceeds from the Business Combination | 204,874 | $ 69,339,742 |
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 | Dec. 31, 2021 |
Accounts receivable, net [Abstract] | |||
Allowance for credit losses percentage | 12% | 12% | 11% |
Accounts receivable, net | $ 697,595 | $ 1,817,073 | $ 1,551,415 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details) - Schedule of accounts receivable net consists - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivable Net Consists [Abstract] | |||
Accounts receivable | $ 28,610,774 | $ 29,429,331 | $ 18,833,676 |
Allowance for credit losses | (3,376,574) | (3,417,845) | (2,073,836) |
Accounts receivable, net | $ 25,234,200 | $ 26,011,486 | $ 16,759,840 |
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 | Dec. 31, 2021 | |
Schedule of Company's Allowance for Credit Losses [Abstract] | |||
Opening balance | $ 3,417,845 | $ 2,073,836 | $ 4,383,573 |
Additions charged | 35,840 | 1,344,009 | 49,709 |
Bad debts written off | (77,111) | (2,359,446) | |
Closing balance | $ 3,376,574 | $ 3,417,845 | $ 2,073,836 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Nov. 18, 2022 | |
Prepaid expenses and other current assets [Abstract] | ||
Aggregate principal amount | $ 686,690 | |
Installment amount | $ 343,345 |
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 | Dec. 31, 2021 | |||
Schedule of Prepaid Expenses and other Current Assets [Abstract] | ||||||
Advanced income and non-income taxes | $ 493,267 | $ 648,729 | $ 676,276 | |||
Deposits | 300,932 | 349,041 | ||||
Prepaid expenses | 1,997,312 | 913,101 | ||||
Contract assets | 177,603 | 283,772 | 266,195 | |||
Advance to related party (note 21) | 1,797,313 | |||||
Promissory note | [1] | 686,690 | [1],[2] | [2] | ||
Other receivables | 406,841 | 284,622 | ||||
Total | $ 3,375,955 | $ 4,963,268 | $ 2,250,303 | |||
[1]KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690. The promissory note was non -interest |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and equipment, net [Abstract] | ||||
Property and equipment amount | $ 1,118,137 | $ 1,094,965 | $ 4,364,448 | $ 4,359,803 |
Property and equipment, net (_2
Property and equipment, net (Details) - Schedule of property and equipment net - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | $ 13,488,717 | $ 13,346,497 | $ 13,117,991 |
Less: Accumulated depreciation and amortization | (9,840,459) | (8,722,333) | (4,384,968) |
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 | 8,733,023 |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 394,378 | 387,267 | 269,279 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 94,564 | 90,111 | 96,808 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 325,354 | 194,715 | 77,212 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 2,685 | 2,668 | 2,956 |
Servers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | $ 12,671,736 | $ 12,671,736 | $ 12,671,736 |
Intangible assets, net (Details
Intangible assets, net (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 AUD ($) | |
Intangible assets, net (Details) [Line Items] | ||||||
Amortization expense of intangible assets | $ 1,604,313 | $ 1,284,343 | ||||
Purchase price | $ 4,633,256 | $ 7,170,000 | ||||
Receivables equivalent | $ 3,808,099 | $ 5,820,000 | ||||
Useful life | 3 years | 3 years | ||||
Non-compete agreement | $ 1,830,236 | |||||
Amortization expense | 5,456,537 | $ 3,870,820 | ||||
Customer Relationships [Member] | ||||||
Intangible assets, net (Details) [Line Items] | ||||||
Purchase price | $ 2,803,020 | |||||
Useful life | 3 years | 3 years | ||||
Noncompete Agreements [Member] | ||||||
Intangible assets, net (Details) [Line Items] | ||||||
Useful life | 5 years | 5 years |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | |||
Gross carrying amount | $ 20,039,946 | $ 20,037,293 | $ 15,414,481 |
Accumulated amortization | (10,954,929) | (9,348,185) | (3,898,083) |
Net | 9,085,017 | 10,689,108 | 11,516,398 |
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 | 9,792,428 |
Accumulated amortization | (7,026,378) | (5,978,395) | (2,492,570) |
Net | 5,561,279 | 6,606,609 | 7,299,858 |
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 | 5,622,053 |
Accumulated amortization | (3,748,035) | (3,279,532) | (1,405,513) |
Net | 1,874,018 | 2,342,521 | $ 4,216,540 |
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 - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Company SIntangible Assets for Future Periods [Abstract] | ||
2023 (April to December) | $ 4,798,619 | $ 6,407,164 |
2024 | 2,570,106 | 2,570,106 |
2025 | 1,073,202 | 1,070,002 |
2026 | 366,047 | 366,047 |
2027 | 277,043 | $ 275,789 |
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 | Dec. 31, 2021 | |
Schedule of Changes in Carrying Value of Goodwill [Abstract] | |||
Opening balance | $ 61,994,758 | $ 62,387,725 | $ 6,352,720 |
Closing balance | 62,073,433 | 61,994,758 | 62,387,725 |
Effect of exchange rate changes | $ 78,675 | $ (392,967) | $ (388,104) |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Convertible Debentures (Details) [Line Items] | ||
Aggregate principal amount (in Dollars) | $ 5,969,325 | |
Interest rate | 0.01% | |
Conversion price (in Dollars per share) | $ 10.01 | |
Weighted average interest rate | 75% | |
Aggregate shares (in Shares) | 149,234 | |
Exercise price (in Dollars per share) | $ 0.01 | |
Fair value of warrants (in Dollars) | $ 483,649 | |
Dividend yield | 0% | |
Expected volatility rate | 39.50% | 58% |
Risk -free interest rate | 14.85% | 0.22% |
Convertible debentures outstanding balance (in Dollars) | $ 4,027,171 | |
Exercise period | 4 years | 6 months 29 days |
Remaining life | 9 years 7 months 13 days | |
Floor [Member] | ||
Convertible Debentures (Details) [Line Items] | ||
Conversion price (in Dollars per share) | $ 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 ($) | Nov. 03, 2022 USD ($) | May 13, 2022 USD ($) | Jul. 02, 2021 USD ($) | Apr. 02, 2021 USD ($) | Nov. 30, 2024 EUR (€) | May 23, 2023 EUR (€) | Apr. 30, 2022 USD ($) | Apr. 30, 2022 EUR (€) | Apr. 29, 2022 USD ($) $ / shares | Jul. 31, 2021 EUR (€) | Apr. 30, 2021 EUR (€) | Mar. 31, 2021 USD ($) | Feb. 28, 2021 EUR (€) | Feb. 25, 2021 USD ($) $ / shares | Feb. 25, 2021 EUR (€) $ / shares | May 31, 2019 EUR (€) | Mar. 31, 2019 EUR (€) | Feb. 28, 2019 EUR (€) | Jan. 30, 2019 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 EUR (€) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | May 18, 2023 USD ($) | Dec. 31, 2022 EUR (€) shares | Dec. 01, 2022 | Nov. 18, 2022 USD ($) | Jul. 31, 2022 | |
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Bear interest rate | 13% | 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 | $ 46,000,000 | ||||||||||||||||||||||||||||||
Amount withdrawn | $ 6,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||
Disbursed amount | $ 15,191,125 | |||||||||||||||||||||||||||||||
Exercisable shares (in Shares) | shares | 1,039,996 | 9,660 | 9,660 | |||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||
Liquidity | $ 575,000,000 | |||||||||||||||||||||||||||||||
Net cash proceeds | 50,000,000 | |||||||||||||||||||||||||||||||
Aggregate amount (in Euro) | € | € 20,000,000,000,000 | € 8,000,000 | € 2,000,000 | € 1,500,000 | ||||||||||||||||||||||||||||
Bearing interest rate | 5,000,000% | 12% | 12% | 12% | 10% | 10% | ||||||||||||||||||||||||||
Aggregate principal amount | 5,969,325 | |||||||||||||||||||||||||||||||
Net proceeds | 5,219,325 | |||||||||||||||||||||||||||||||
KludeIn trust account | 8,000,000 | |||||||||||||||||||||||||||||||
Additional warrants | $ 730,000 | 1 | ||||||||||||||||||||||||||||||
Fair value | $ 1,183,335 | |||||||||||||||||||||||||||||||
Warrants exercisable terms | 5 years | 10 years | 10 years | |||||||||||||||||||||||||||||
Bearing interest term | 1 year | |||||||||||||||||||||||||||||||
Cash (in Euro) | € | € 5,000,000 | |||||||||||||||||||||||||||||||
Working capital amount (in Euro) | € | 3,000,000 | |||||||||||||||||||||||||||||||
Cumulative Dividends (in Euro) | € | € 1,200,000 | |||||||||||||||||||||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 9.75 | $ 6.78 | $ 500 | |||||||||||||||||||||||||||||
Exercisable term | 10 years | 10 years | ||||||||||||||||||||||||||||||
Paying proceeds (in Euro) | € | € 1,500,000 | |||||||||||||||||||||||||||||||
Facility amount (in Euro) | € | € 5,000,000 | € 5,000,000 | € 5,000,000 | € 15,000,000 | ||||||||||||||||||||||||||||
Subscription rights | $ 1,050,000 | |||||||||||||||||||||||||||||||
Strike price, per share (in Dollars per Share) | $ / shares | 730 | 730 | ||||||||||||||||||||||||||||||
Aggregate amount (in Euro) | $ 2,000,000 | € 300,000 | € 2,500,000 | |||||||||||||||||||||||||||||
Amortization period | 24 months | |||||||||||||||||||||||||||||||
Strike price | $ 1,050 | $ 500 | ||||||||||||||||||||||||||||||
Warrants | € 300,000 | 10,000,000 | ||||||||||||||||||||||||||||||
Deferring interest | 2,000,000 | $ 1,218,757 | ||||||||||||||||||||||||||||||
Deferred settlement amount | 1,218,757 | |||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 3,592,122 | 2,228,334 | $ 466,580 | |||||||||||||||||||||||||||||
Waived off outstanding balance | 663,092 | |||||||||||||||||||||||||||||||
Debt | $ 2,234,539 | |||||||||||||||||||||||||||||||
Principal payments | $ 686,690 | |||||||||||||||||||||||||||||||
Loan | $ 1,152,910 | |||||||||||||||||||||||||||||||
Interest accrue percentage | 1% | |||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 1,173,744 | $ (5,157,364) | $ 707,164 | |||||||||||||||||||||||||||||
Secure commitment | $ 30,000,000 | |||||||||||||||||||||||||||||||
Aggregate margin percentage | 6.50% | |||||||||||||||||||||||||||||||
Financing rate percentage | 1% | |||||||||||||||||||||||||||||||
Reference rate | 1% | |||||||||||||||||||||||||||||||
Outstanding principal amount | 5.56% | |||||||||||||||||||||||||||||||
Borrowed amount | $ 20,000,000 | |||||||||||||||||||||||||||||||
Total facility cost | 30,000,000 | |||||||||||||||||||||||||||||||
Lender fees | 3,000,000 | |||||||||||||||||||||||||||||||
Deferred finance cost | 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Unpaid finance cost | 3,000,000 | |||||||||||||||||||||||||||||||
Deferred payment | $ 2,000,000 | |||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | shares | 9,660 | 9,660 | ||||||||||||||||||||||||||||||
Common stock, price per share (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Expired term | 10 years | 10 years | ||||||||||||||||||||||||||||||
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% | 1.46% | ||||||||||||||||||||||||||||||
Repayable range | 7 years | 7 years | ||||||||||||||||||||||||||||||
Repayment of existing debt | 34,993,903 | |||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest bearing rate | 5.78% | 5.78% | ||||||||||||||||||||||||||||||
Repayable range | 8 years | 8 years | ||||||||||||||||||||||||||||||
Repayment of existing debt | $ 100,000,000 | |||||||||||||||||||||||||||||||
Facility A [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Drawn amount (in Euro) | € | € 5,000,000 | |||||||||||||||||||||||||||||||
Facility B [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Drawn amount (in Euro) | € | € 1,000,000 | € 1,000,000 | € 1,000,000 | |||||||||||||||||||||||||||||
Term I Advance [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||
Advance amount | 1,139,935 | |||||||||||||||||||||||||||||||
Principal payments | $ 44,000 | |||||||||||||||||||||||||||||||
Term II Advance [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2021 | |||||||||||||||||||||||||||||||
Advance amount | 1,094,604 | |||||||||||||||||||||||||||||||
Principal payments | $ 37,000 | |||||||||||||||||||||||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt | $ 1,163,081 | |||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||
Borrowings (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Bear interest rate | 15% | |||||||||||||||||||||||||||||||
Additional backend fee percentage | 1% | |||||||||||||||||||||||||||||||
Additional backend fee (in Euro) | € | € 133,000 | |||||||||||||||||||||||||||||||
Principal payments | $ 2,500,000 | |||||||||||||||||||||||||||||||
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 exercisable terms | 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 | Dec. 31, 2021 | |
Schedule of Borrowings [Abstract] | |||
Blue Torch finance, net of debt amortization expenses | $ 87,295,194 | $ 86,758,378 | |
BPI France | 689,598 | 839,473 | 1,147,826 |
BNP Paribas | 705,697 | 748,797 | 910,160 |
Working capital loan | 1,183,335 | ||
Promissory note | 1,373,380 | ||
Total | $ 91,247,204 | $ 88,346,648 | $ 18,470,155 |
Borrowings (Details) - Schedu_2
Borrowings (Details) - Schedule of estimated fair value of working capital loan borrowings - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Schedule of Estimated Fair Value of Working Capital Loan Borrowings [Abstract] | ||
Discount rate | 14.85% | 0.22% |
Contractual term (years) | 3 months | 9 years |
Note Principal | $ 1,225,000 |
Borrowings (Details) - Schedu_3
Borrowings (Details) - Schedule of aggregate maturities of long-term borrowings - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Aggregate Maturities Of Long Term Borrowings Abstract | ||
2023 (April to December) | $ 5,060,524 | |
2024 | 537,633 | |
2025 | 387,004 | $ 2,783,060 |
2026 | 102,060,364 | 539,954 |
Total: aggregate maturities of long-term borrowings | 108,045,525 | 103,833,008 |
Less: carrying value of unamortized borrowings financing costs | (16,798,321) | 15,486,360 |
Net maturities of long-term borrowings | 91,247,204 | |
Less: current portion of long-term borrowings | (5,196,952) | (2,783,060) |
Long-term borrowings | $ 86,050,252 | $ 85,563,558 |
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 | Dec. 31, 2021 |
Schedule of accounts payable [Abstract] | |||
Accounts payable | $ 26,015,170 | $ 9,992,164 | $ 9,033,635 |
Total | $ 26,015,170 | $ 9,992,164 |
Stock based compensation (Detai
Stock based compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 02, 2023 | May 12, 2022 | Apr. 01, 2022 | Jan. 01, 2022 | Mar. 23, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stock based compensation (Details) [Line Items] | |||||||||||
Exercisable options vested term | 10 years | 10 years | |||||||||
Vest period | 2 years 11 months 1 day | ||||||||||
Granted options vest rate | 25% | 25% | |||||||||
Compensation cost (in Dollars) | $ 556,494 | $ 47,388 | $ 77,020 | ||||||||
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 | 44,706 | |||||||||
RSUs cancelled consideration | 4,074,944 | ||||||||||
RSUs gross settled | 729,086 | ||||||||||
RSUs pending settlement | 236,202 | ||||||||||
Total compensation cost (in Dollars) | $ 5,839,117 | ||||||||||
Granted options maximum term | 10 years | ||||||||||
Cash received (in Dollars) | $ 60,562 | ||||||||||
Shares options outstanding | 1,039,996 | 9,660 | |||||||||
Vested share options | 6,658.063 | ||||||||||
Weighted average remaining contractual life | 9 years 7 months 13 days | ||||||||||
Aggregate intrinsic value (in Dollars) | $ 1,164,204 | $ 1,988,967 | |||||||||
Exercisable aggregate intrinsic value (in Dollars) | $ 8,301,210 | ||||||||||
Stock units | 105,000 | ||||||||||
Share of common stock | 1 | 9,025,160 | |||||||||
Vest remaining rate | 6.25% | ||||||||||
Statutory tax withholding | 8,719.944 | ||||||||||
Vested RSUs amount (in Dollars) | $ 6,626.813 | ||||||||||
Employee Stock Option Plan 2014 (“ESOP 2014”) [Member] | |||||||||||
Stock based compensation (Details) [Line Items] | |||||||||||
Vest period | 4 years | 4 years | |||||||||
Compensation cost (in Dollars) | $ 603,882 | ||||||||||
Shares options outstanding | 20,187.576 | ||||||||||
Weighted average exercise price (in Dollars per share) | $ 285.17 | ||||||||||
Weighted average remaining contractual life | 11 years 4 months 13 days | ||||||||||
Aggregate intrinsic value (in Dollars) | $ 19,646,241 | ||||||||||
2022 Employee Restricted Stock Unit Plan (“RSU Plan”) [Member] | |||||||||||
Stock based compensation (Details) [Line Items] | |||||||||||
Compensation cost (in Dollars) | $ 22.9 | $ 4,669,583 | |||||||||
RSUs [Member] | |||||||||||
Stock based compensation (Details) [Line Items] | |||||||||||
Vest period | 1 year 1 month 6 days | 1 year 2 months 4 days | |||||||||
Compensation cost (in Dollars) | $ 65,871,147 | ||||||||||
Vested RSUs amount (in Dollars) | $ 61,709,849 | ||||||||||
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 - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | ||||
Schedule of Rsus [Abstract] | |||||
Number of shares, Unvested units beginning | 5,968 | ||||
Weighted average grant date fair value per share, Unvested units beginning | [1] | $ 1,351.15 | |||
Number of share, Retroactive application of Conversion Ratio | 636,309 | ||||
Weighted average grant date fair value per share, Retroactive application of Conversion Ratio | [1] | $ (1,338.22) | |||
Number of shares, Unvested units | 642,277 | ||||
Weighted average grant date fair value per share, Unvested units | [1] | $ 12.93 | |||
Number of shares, Granted | 2,333,745 | 52,120 | |||
Weighted average grant date fair value per share, Granted | [1] | $ 10.57 | |||
Number of shares, Vested pending settlement | (74,284) | ||||
Weighted average grant date fair value per share, Vested pending settlement | [1] | $ 12.98 | |||
Number of shares, Vested settled | (152,940) | (44,706) | |||
Weighted average grant date fair value per share, Vested settled | $ 12.97 | [1] | $ 1,392.2 | [2] | |
Number of shares, Cancelled | (42,473) | ||||
Weighted average grant date fair value per share, Cancelled | [1] | $ 12.74 | |||
Number of shares, Unvested units ending | 2,706,325 | 5,968 | |||
Weighted average grant date fair value per share, Unvested units ending | [1] | $ 10.8 | $ 1,351.15 | ||
[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 -money |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 29, 2022 USD ($) $ / shares | Feb. 25, 2021 USD ($) $ / shares | Feb. 25, 2021 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 EUR (€) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 shares | |
Derivative Liabilities (Details) [Line Items] | ||||||||
Granted the lender, warrants | $ 730,000 | $ 1,050,000 | € 1,050,000 | € 1,200,000 | € 1,200,000 | |||
Strike price, per share | $ 1,050 | $ 730 | $ 4.64 | $ 0.01 | ||||
Strike price per share | $ 9.75 | $ 6.78 | 500 | |||||
Minimum payout (in Euro) | € | 2,500,000 | |||||||
Equity per warrant | $ 5.8 | $ 625 | ||||||
Equity share value (in Dollars) | $ | $ 10.45 | $ 1,125 | ||||||
Warrants exit value (in Euro) | € | € 300,000 | |||||||
Exercisable shares (in Shares) | shares | 1,039,996 | 9,660 | ||||||
Common stock per share | $ 0.001 | $ 0.001 | ||||||
Public warrants (in Shares) | shares | 8,625,000 | 8,625,000 | ||||||
Warrants issued (in Shares) | shares | 5,200,000 | 14,961.265 | 4,606.027 | |||||
Public warrants outstanding (in Shares) | shares | 8,625,000 | |||||||
Warrants expire term | 5 years | 10 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 | $ 463 | ||||||
Equity share value (in Dollars) | $ | $ 8.94 | $ 963 | ||||||
Maximum [Member] | ||||||||
Derivative Liabilities (Details) [Line Items] | ||||||||
Equity per warrant | $ 6.28 | $ 676 | ||||||
Equity share value (in Dollars) | $ | $ 13.06 | $ 1,406 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of assumptions used in calculating estimated fair value of such warrant liabilities - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities [Abstract] | ||||
Volatility | 39.50% | 58% | ||
Risk-free rate | 14.85% | 0.22% | ||
Contractual term (years) | 3 months | 9 years | ||
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% | 85% | ||
Risk-free rate | 3.75% | 3.80% | 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 | $ 4.64 | |
Maximum [Member] | ||||
Schedule of assumptions used in calculating estimated fair value of such warrant liabilities [Abstract] | ||||
Volatility | 91.80% | 91.80% | ||
Risk-free rate | 4.20% | 3.90% | 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 | $ 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) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2019 | Mar. 31, 2023 | |
Redeemable convertible preferred stock (Details) [Line Items] | ||||
Shares of common stock | 33,083,858 | |||
Dividend rate | 8% | |||
Percentage of other transfer | 50% | |||
Warrants shares | 8,625,000 | |||
Series U Preferred Stock [Member] | ||||
Redeemable convertible preferred stock (Details) [Line Items] | ||||
Shares issued | 66,140.48 | 307,298.151 | ||
Purchase consideration (in Dollars) | $ 69,339,742 | |||
Series C Preferred Stock [Member] | ||||
Redeemable convertible preferred stock (Details) [Line Items] | ||||
Warrants shares | 2,280 | |||
Purchase shares | 2,280 | |||
Series D Preferred Stock [Member] | ||||
Redeemable convertible preferred stock (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 10 | |||
Business combination [Member] | Series U Preferred Stock [Member] | ||||
Redeemable convertible preferred stock (Details) [Line Items] | ||||
Acquired percentage | 100% |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | May 12, 2022 | Dec. 31, 2021 | |
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 | 1 | ||
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, description | The authorized capital stock of the Company consists of five hundred thousand (500,000.000) shares, which consist of (i) one hundred ninety-two thousand seven hundred one (192,701.000) shares of common stock, $0.0001 par value, and (ii) an aggregate of three hundred seven thousand two hundred ninety-nine (307,299.000) shares of five series of preferred stock, $0.0001 par value, consisting of ninety-five thousand four hundred and eighteen (95,418.000) shares of Series A preferred stock, $0.0001 par value; forty-nine thousand six hundred thirty-five (49,635.000) shares of Series B preferred stock, $0.0001 par value; four thousand nine hundred ten (4,910.000) shares of Series C preferred stock, $0.0001 par value; ninety-one thousand one hundred ninety-five (91,195.000) shares of Series D preferred stock, $0.0001 par value; and sixty-six thousand one hundred forty-one (66,141.000) shares of Series U preferred stock, $0.0001 par value. | |||
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 authorized | 192,701 | 192,701 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 46,383,143 | 8,296,074 | ||
Common stock, shares outstanding | 46,383,143 | 8,296,074 | ||
Common stock shares issued | 77,057.894 | 71,963.894 | ||
Common stock shares outstanding | 77,057.894 | 71,963.894 |
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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of common stock reserved for future issuance [Abstract] | ||||
Conversion of outstanding redeemable convertible preferred stock | 33,083,858 | 307,298.151 | 307,298.151 | |
Restricted stock units (vested pending settlement and unvested) | 2,942,527 | 5,455,290 | 50,674 | |
Warrants | 15,584,965 | 1,610,731 | 14,961.265 | 6,886.027 |
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) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 | |
Revenue (Details) [Line Items] | |||||
Company revenue percentage | 29.50% | ||||
Accounts receivable percentage | 57.90% | ||||
Revenues recognized (in Dollars) | $ 1,483,827 | $ 909,382 | $ 2,106,485 | $ 249,084 | |
Number of customers | 2 | ||||
Ownership percentage | 100% | ||||
One customer [Member] | |||||
Revenue (Details) [Line Items] | |||||
Company revenue percentage | 28.50% | 31.10% | 30% | ||
Accounts receivable percentage | 61.40% | 32.10% | |||
Number of customers | 1 | ||||
Ownership percentage | 61.40% | ||||
Two customers [Member] | |||||
Revenue (Details) [Line Items] | |||||
Company revenue percentage | 22.10% | 23.80% | 16.10% | ||
Accounts receivable percentage | 10.80% | 14.10% | |||
Number of customers | 2 | ||||
Ownership percentage | 10.80% | ||||
Three customers [Member] | |||||
Revenue (Details) [Line Items] | |||||
Accounts receivable percentage | 15.90% | 11.70% | |||
Number of customers | 3 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of summarizes revenue by the company’s service - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Summarizes Revenue by the Company Service [Abstract] | ||||
Core Subscription Revenue | $ 13,640,744 | $ 12,484,365 | $ 51,862,758 | $ 38,940,524 |
Sale of operational products recognized point in time | 1,866,974 | 1,574,237 | 7,883,013 | 6,380,151 |
Total | $ 15,507,718 | $ 14,058,602 | $ 59,745,771 | $ 45,320,675 |
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 | Dec. 31, 2021 | Dec. 31, 2017 | |
Income taxes (Details) [Line Items] | ||||
Recognized income tax expense | $ 120,518 | $ 61,691 | ||
Effective tax rate | (0.50%) | (1.50%) | ||
Deferred tax assets valuation allowance | $ 33,046,626 | $ 14,063,564 | ||
Federal net operating losses | 50,435,271 | $ 50,435,271 | ||
State net operating losses | 62,000,000 | |||
Foreign net operating losses | 28,000,000 | |||
Generated after | $ 22,000,000 | |||
income limitation description | will carry forward indefinitely but is subject to an 80% income limitation. | |||
Unrecognized tax benefits | 1,456,197 | 1,302,053 | ||
Unrecognized tax benefits effective tax rate | ||||
Determined state losses | 30,300,000 | |||
Minimum [Member] | ||||
Income taxes (Details) [Line Items] | ||||
Effective tax rate | 0.60% | |||
Federal and state research tax credit carryforwards | $ 1,090,913 | |||
Maximum [Member] | ||||
Income taxes (Details) [Line Items] | ||||
Effective tax rate | 1.60% | |||
Federal and state research tax credit carryforwards | $ 3,763,076 | |||
Kludein I Acquisition Corp. [Member] | ||||
Income taxes (Details) [Line Items] | ||||
Recognized income tax expense | $ 374,016 | |||
Effective tax rate | 6.90% | 0% | ||
Deferred tax assets valuation allowance | $ 618,152 | $ 320,712 | ||
Operating loss carryovers | 0 | 140,812 | ||
Change in the valuation allowance | $ 297,441 | $ 320,314 |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
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) | $ (104,221,432) | $ (34,518,601) |
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 | 96,835.154 | 63,992.3 |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.2) | $ (0.49) | $ (1,076.28) | $ (539.42) |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 96,835.154 | 63,992.300 |
Net loss per share attributable to common stockholders, diluted | $ (1.20) | $ (0.49) | $ (1,076.28) | $ (539.42) |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Computation of Diluted Net Loss Per Share [Abstract] | ||||
Redeemable convertible preferred stock | $ 33,083,858 | $ 307,298.151 | $ 307,298.151 | |
Stock based compensation | 2,173,404 | 20,187.576 | ||
Unvested restricted stock units | 2,706,325 | 5,968 | ||
Warrants | 15,584,965 | 741,353 | 14,961.265 | 6,886.027 |
Convertible debentures | 2,553,653 | |||
Total | $ 20,844,943 | $ 35,998,615 | $ 328,227.416 | $ 334,371.754 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Kludein I Acquisition Corp. [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Fair value of the public warrants | $ 4,830,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) | Dec. 31, 2023 | 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 -Scholes |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Schedule of Fair Value of Warrant Liabilities [Abstract] | ||||||||
Liability at beginning of the period | $ 16,765,776 | $ 5,376,932 | $ 5,376,932 | $ 2,436,998 | ||||
Additions | 12,179,537 | 1,399,039 | ||||||
Change in fair value | (7,290,007) | [1] | (1,700,221) | [1] | (790,693) | [2] | 1,540,895 | [2] |
Liability at end of the period | $ 9,475,769 | $ 3,676,711 | $ 16,765,776 | $ 5,376,932 | ||||
[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 -specific |
Fair Value Measurements (Deta_4
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 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 |
Fair Value Measurements (Deta_5
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) - USD ($) | 12 Months Ended | ||||
Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Jul. 12, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Weighted average price percentage | 110% | ||||
Minimum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Possible loss | $ 25,000 | ||||
Maximum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Possible loss | $ 75,000 | ||||
Kludein I Acquisition Corp. [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Deferred fee, price per unit (in Dollars per share) | $ 0.35 | ||||
Deferred fee | $ 6,037,500 | ||||
Legal fees | 1,723,836 | $ 118,550 | |||
Advisor agreement, description | The Company agrees to pay the advisor the following (i) $6 million if the Total Capital (as hereinafter defined) involved in the private placement, offering or other sale of equity or equity-linked instruments in any form, including, without limitation, preferred or common equity, or instruments convertible into preferred or common equity or other related forms of interests or capital of the Company in one or a series of transactions (“Financing”) and Target Business Combination is less than $175.5 million; (ii) $8 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $175.5 million but less than $225 million; or (iii) $10 million if the Total Capital involved in the Financing and Target Business Combination is equal to or greater than $225 million. | ||||
Expenses | $ 50,000 | ||||
Purchase agreement | $ 100,000,000 | ||||
Merger agreement, description | sales of shares of the Common Stock to CF under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by Near from time to time, including, among other things, market conditions, and the trading price of the Common Stock. | ||||
Weighted average price percentage | 98% | ||||
Common stock amount | $ 2,000,000 | ||||
CF fee agreement, 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 $2.06. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of table presents the company’s future minimum purchase commitments - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of table presents the company’s future minimum purchase commitments [Abstract] | ||
2023 (April to December) | $ 2,475,000 | $ 3,309,184 |
2024 | 3,600,000 | 18,368 |
Total | $ 6,075,000 | $ 6,955,103 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 18, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | Sep. 01, 2021 | Jan. 06, 2021 | Sep. 24, 2020 | Jan. 21, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 07, 2022 | Jan. 11, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Bearing interest amount | $ 1,777,675 | $ 1,777,675 | ||||||||||||
Bearing interest rate | 2.88% | 2.88% | ||||||||||||
Accrued interest | $ 32,358 | $ 19,638 | ||||||||||||
Borrowings amount | 2,213,493 | |||||||||||||
Short term borrowing | 34,974 | 57,897 | ||||||||||||
Accured expenses | 19,689 | 32,950 | ||||||||||||
Repaid amount | $ 2,126,860 | 118,633 | ||||||||||||
Aggregate principal amount | $ 686,690 | |||||||||||||
Kludein I Acquisition Corp. [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sponsor paid | $ 7,500 | 275,000 | ||||||||||||
Sponsor transferred an aggregate (in Shares) | 75,000 | |||||||||||||
Share subject to forfeiture (in Shares) | 562,500 | |||||||||||||
Working capital loan | $ 112,500 | $ 350,000 | $ 1,500,000 | $ 250,000 | $ 360,000 | 152,500 | ||||||||
Consulting services | $ 1 | |||||||||||||
Total working capital loan | 1,225,000 | |||||||||||||
Fair value of issuance | 264,900 | |||||||||||||
Fair value of convertible note on issuance date | $ 85,100 | |||||||||||||
Initial fair value note | 83,396 | 184,807 | 177,331 | 52,522 | ||||||||||
Contribution of fair value note | $ 29,104 | $ 65,193 | $ 182,669 | 99,977 | ||||||||||
Fair value note | 421,900 | |||||||||||||
Change in fair value of convertible note | 341,057 | |||||||||||||
Consulting agreement amount | 67,500 | $ 30,000 | ||||||||||||
Accrued expenses | 97,500 | $ 30,000 | ||||||||||||
Amount held in trust account | 1,373,380 | $ 343,345 | ||||||||||||
Aggregate amount | 686,690 | |||||||||||||
Extension funds | $ 343,345 | $ 686,690 | ||||||||||||
Kludein I Acquisition Corp. [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Share subject to forfeiture (in Shares) | 75,000 | |||||||||||||
Kludein I Acquisition Corp. [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Expenses related to initial public offering | $ 300,000 | |||||||||||||
Borrowings outstanding | $ 88,905 | |||||||||||||
Kludein I Acquisition Corp. [Member] | Class B Common Stock [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Founder share (in Shares) | 4,312,500 | |||||||||||||
Founder Shares [Member] | Kludein I Acquisition Corp. [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sponsor paid | $ 25,000 | |||||||||||||
Issued and outstanding shares percentage | 20% | |||||||||||||
Sponsors [Member] | Kludein I Acquisition Corp. [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Founder shares, description | The Sponsor and its director nominees have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.In connection with the closing of the Initial Public Offering, the Anchor Investor acquired from the Sponsor an indirect economic interest in an aggregate of 635,625 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investor after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investor to be $4,411,238, or $6.94 per share. The fair value of the Founder Shares was estimated using the income approach. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and a capital contribution from the Sponsor in accordance with Topic 5T. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering using the with-and-without method, compared to total proceeds received. Offering costs related to the Founder Shares amounted to a contribution to additional paid-in capital $4,411,238, of which $158,805 were expensed to the statement of operations and included in transaction costs attributable to warrant liabilities and the remaining $4,252,433 recorded as an additional offering cost as a reduction of temporary equity, and re-measured to accumulated deficit upon recording temporary equity at redemption value during the year ended December 31, 2021. | |||||||||||||
Near Pte. Ltd., [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Bearing interest rate | 7% | |||||||||||||
Extension Funds [Member] | Kludein I Acquisition Corp. [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 2,060,070 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 14, 2023 | Jan. 06, 2023 | Sep. 01, 2021 | May 18, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 21, 2023 | Jan. 17, 2023 | Nov. 18, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | Mar. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Interest rate | 2% | 2% | |||||||||||
Deferred consent fee | $ 5,000,000 | ||||||||||||
Trust amount | $ 40,298,657 | $ 44,058,573 | |||||||||||
Aggregate principal amount | $ 686,690 | ||||||||||||
Interest rate | 0.75% | 13% | |||||||||||
Conversion price (in Dollars per share) | $ 2.23 | $ 10.01 | |||||||||||
Debt, Weighted Average Interest Rate | 75% | ||||||||||||
Floor price (in Dollars per share) | $ 0.45 | ||||||||||||
Lowest price percentage | 90% | ||||||||||||
Outstanding principal amount | $ 1,000,000 | $ 1,000,000 | |||||||||||
Redemption premium percentage | 5% | 5% | |||||||||||
Exchange cap percentage | 95 | ||||||||||||
Volume-weighted average price (VWAP) percentage | 110% | ||||||||||||
Aggregate amount | $ 5,969,325 | ||||||||||||
Kludein I Acquisition Corp. [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Trust amount | $ 104,093,013 | ||||||||||||
Volume-weighted average price (VWAP) percentage | 98% | ||||||||||||
Public shares outstanding (in Shares) | 10,404,394 | ||||||||||||
Sponsor advanced | $ 7,500 | $ 275,000 | |||||||||||
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 | ||||||||||||
Subsequent Event [Member] | Kludein I Acquisition Corp. [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Additional fund amount | $ 101,000,000 | ||||||||||||
Price per share (in Dollars per share) | $ 10.32 | ||||||||||||
interest earn | $ 1,190,676 | ||||||||||||
Aggregate shares (in Shares) | 9,786,530 | ||||||||||||
Excise tax | $ 100,993,709 | ||||||||||||
Public shares outstanding (in Shares) | 617,864 | ||||||||||||
Aggregate amount | $ 95,000,000 | ||||||||||||
Subsequent Event [Member] | Kludein I Acquisition Corp. [Member] | Public shares [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Public shares exercised (in Shares) | 9,786,530 | ||||||||||||
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 (in 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. | ||||||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Conversion price (in Dollars per share) | $ 10.01 | ||||||||||||
Debt, Weighted Average Interest Rate | 75% | ||||||||||||
Floor price (in Dollars per share) | $ 0.45 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policie (Details) - Schedule of the shares of class A common stock reflected in the consolidated balance sheets as temporary equity - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policie (Details) - Schedule of the shares of class A common stock reflected in the consolidated balance sheets as temporary equity [Line Items] | ||
Gross proceeds for the Initial Public Offering (in Shares) | 17,250,000 | |
Gross proceeds for the Initial Public Offering | $ 172,500,000 | |
Less: | ||
Proceeds allocated to the initial fair value of Public Warrants | (6,210,000) | |
Class A common stock issuance costs | (9,527,789) | |
Fair value of Founder Shares attributable to Anchor Investor allocated to redeemable Class A common stock, net of allocated transaction costs | (4,252,433) | |
Plus: | ||
Extension Funds from Sponsor | $ 1,373,380 | |
Near Extension Note | 686,690 | |
Remeasurement of carrying value to redemption value | $ 1,135,977 | $ 19,990,222 |
Class A common stock subject to possible redemption, as of December 31, 2021 (in Shares) | 10,404,394 | 17,250,000 |
Class A common stock subject to possible redemption, as of December 31, 2021 | $ 107,207,356 | $ 172,500,000 |
Less: | ||
Class A common stock redeemed, including Trust Account earnings of $32,631 (in Shares) | (6,845,606) | |
Class A common stock redeemed, including Trust Account earnings of $32,631 | $ (68,488,691) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policie (Details) - Schedule of the shares of class A common stock reflected in the consolidated balance sheets as temporary equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2022 shares | |
Kludein I Acquisition Corp. [Member] | |
Summary of Significant Accounting Policie (Details) - Schedule of the shares of class A common stock reflected in the consolidated balance sheets as temporary equity (Parentheticals) [Line Items] | |
Trust Account earnings | 32,631 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policie (Details) - Schedule of basic and diluted net income (loss) per share of common stock - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 3,842,900 | $ (323,233) |
Denominator: | ||
Basic weighted average shares outstanding | 13,930,350 | 16,776,099 |
Basic and diluted net income (loss) per share of common stock | $ 0.28 | $ (0.02) |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,189,669 | $ (82,793) |
Denominator: | ||
Basic weighted average shares outstanding | 4,312,500 | 4,297,047 |
Basic and diluted net income (loss) per share of common stock | $ 0.28 | $ (0.02) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policie (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) - Kludein I Acquisition Corp. [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A [Member] | ||
Summary of Significant Accounting Policie (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 13,930,350 | 16,776,099 |
Diluted net income (loss) per share of common stock | $ 0.28 | $ (0.02) |
Class B [Member] | ||
Summary of Significant Accounting Policie (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 4,312,500 | 4,297,047 |
Diluted net income (loss) per share of common stock | $ 0.28 | $ (0.02) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Kludein I Acquisition Corp. [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Common stock, description | Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8). |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | 17,250,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | 2,250,000 |
Purchase price per unit (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 9.2 | |
Additional paid in capital | $ 1,456,000 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | |
Aggregate purchase price | $ 5,200,000 | |
Share purchased | $ 780,000 | |
Fair value per share (in Dollars per share) | $ 0.72 | |
Purchase price per share (in Dollars per share) | 1 | |
Class A Common Stock [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrant exercise price per share (in Dollars per share) | $ 11.5 | |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase | $ 5,200,000 | |
Anchor Investor [Member] | ||
Private Placement (Details) [Line Items] | ||
Share purchased | $ 4,420,000 | |
Anchor Investor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | |
Purchased an aggregate of private placement warrants (in Shares) | 780,000 | |
Aggregate cost | $ 780,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - Kludein I Acquisition Corp. [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | ||
Preferred stock, shares issued | ||
Shares outstanding percentage | 20% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 280,000,000 | 280,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Subject to possible redemption, shares | 10,404,394 | 17,250,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Warrant liabilities (Details)
Warrant liabilities (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2022 USD ($) | Apr. 29, 2022 USD ($) $ / shares | Feb. 25, 2021 USD ($) $ / shares | Feb. 25, 2021 EUR (€) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2021 shares | |
Warrant liabilities (Details) [Line Items] | ||||||||||
Warrants outstanding (in Shares) | shares | 8,625,000 | |||||||||
Granted the lender, warrants | $ 730,000 | $ 1,050,000 | € 1,050,000 | € 1,200,000 | € 1,200,000 | |||||
Strike price (in Dollars) | $ | $ 1,050 | $ 500 | ||||||||
c, per share | $ 1,050 | $ 730 | $ 4.64 | $ 0.01 | ||||||
Minimum payout (in Euro) | € | € 2,500,000 | |||||||||
Equity per warrant | $ 5.8 | $ 625 | ||||||||
Equity share value (in Dollars) | $ | $ 10.45 | $ 1,125 | ||||||||
Minimum exit value (in Euro) | € | € 300,000 | |||||||||
Exercisable shares (in Shares) | shares | 1,039,996 | 9,660 | ||||||||
Common stock per share | $ 0.001 | $ 0.001 | ||||||||
Warrant [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Minimum payout (in Euro) | € | € 1,500,000 | |||||||||
Minimum [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Equity per warrant | $ 4.3 | $ 463 | ||||||||
Equity share value (in Dollars) | $ | $ 8.94 | $ 963 | ||||||||
Maximum [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Equity per warrant | $ 6.28 | $ 676 | ||||||||
Equity share value (in Dollars) | $ | $ 13.06 | $ 1,406 | ||||||||
Kludein I Acquisition Corp. [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Warrant redemption, description | 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 Class A 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. | 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 Class A 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. | ||||||||
Equity proceeds percentage | 60% | 60% | ||||||||
Exercise price per share | $ 9.2 | |||||||||
Newly issued price percentage | 115% | 115% | ||||||||
Redemption trigger price per share | $ 18 | |||||||||
Market value percentage | 180% | |||||||||
Kludein I Acquisition Corp. [Member] | Private Placement Warrants [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Warrants outstanding (in Shares) | shares | 5,200,000 | 5,200,000 | ||||||||
Exercise price per share | $ 1 | |||||||||
Kludein I Acquisition Corp. [Member] | Public Warrants [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Warrants outstanding (in Shares) | shares | 8,625,000 | 8,625,000 | ||||||||
Warrant expire term | 5 years | 5 years | ||||||||
Business Combination [Member] | Kludein I Acquisition Corp. [Member] | Class A Common Stock [Member] | ||||||||||
Warrant liabilities (Details) [Line Items] | ||||||||||
Price per share | $ 9.2 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net deferred tax assets - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of net deferred tax assets [Line Items] | ||
Net operating loss carryforward | $ 29,571 | |
Startup and organizational costs | 618,152 | 295,262 |
Change in fair value of Working Capital Loan | (71,622) | |
Unrealized gain on marketable securities | (4,121) | |
Total deferred tax assets, net | 546,530 | 320,712 |
Valuation allowance | (618,152) | (320,712) |
Deferred tax liability, net of valuation allowance | $ (71,622) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision consists - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 302,394 | |
Deferred | (225,819) | (320,314) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 297,441 | 320,314 |
Income tax provision | $ 374,016 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of a reconciliation of the federal income tax rate - Kludein I Acquisition Corp. [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of a reconciliation of the federal income tax rate [Line Items] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% |
Change in fair value of warrants | (28.00%) | 84.90% |
Transaction costs allocable to warrants | 0% | (27.10%) |
Business combination expenses | 8.40% | |
Change in valuation allowance | 5.50% | (78.90%) |
Income tax provision | 6.90% | 0% |
Fair value measurements (Deta_6
Fair value measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis - Kludein I Acquisition Corp. [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | $ 107,332,749 | $ 172,580,609 |
Liabilities: | ||
Warrant Liabilities – Public Warrants | 690,000 | 5,180,136 |
Level 3 [Member] | ||
Liabilities: | ||
Warrant Liabilities – Private Placement Warrants | 416,000 | 3,131,574 |
Working Capital Loan | $ 421,900 |
Fair value measurements (Deta_7
Fair value measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - Fair Value, Inputs, Level 3 [Member] - Kludein I Acquisition Corp. [Member] | Dec. 31, 2022 $ / shares $ / item | Sep. 30, 2022 $ / shares $ / item | Jun. 30, 2022 $ / shares $ / item | Apr. 30, 2022 $ / shares $ / item | Jan. 31, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item |
Private Placement Warrants [Member] | ||||||
Fair value measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items] | ||||||
Stock price (in Dollars per share) | $ 10.24 | $ 9.84 | ||||
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | ||||
Volatility | 3.80% | 12.20% | ||||
Risk-free rate | 4.41% | 1.17% | ||||
Dividend yield | 0% | 0% | ||||
Fair value of warrants (in Dollars per share) | $ 0.08 | $ 0.6 | ||||
Convertible Promissory Note – Related Party [Member] | ||||||
Fair value measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items] | ||||||
Stock price (in Dollars per share) | $ 10.24 | $ 10.05 | $ 9.99 | $ 9.94 | $ 9.87 | |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | 11.5 | 11.5 | 11.5 | |
Volatility | 3.80% | 0% | 10.10% | 3.80% | 9.10% | |
Risk-free rate | 4.41% | 4.01% | 2.98% | 2.40% | 2.40% | |
Dividend yield | 0% | 0% | 0% | 0% | 0% |
Fair value measurements (Deta_8
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan - Kludein I Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | |
Private Placement [Member] | ||||||
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan [Line Items] | ||||||
Fair value at beginning | $ 3,131,574 | |||||
Initial measurement | 3,744,000 | |||||
Change in fair value | (2,715,574) | (612,426) | ||||
Transfer to Level 1 | ||||||
Fair value at ending | 416,000 | 3,131,574 | ||||
Public [Member] | ||||||
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan [Line Items] | ||||||
Fair value at beginning | ||||||
Initial measurement | 6,210,000 | |||||
Change in fair value | (1,380,000) | |||||
Transfer to Level 1 | (4,830,000) | |||||
Fair value at ending | ||||||
Warrant Liabilities [Member] | ||||||
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan [Line Items] | ||||||
Fair value at beginning | 3,131,574 | |||||
Initial measurement | 9,954,000 | |||||
Change in fair value | (1,992,426) | |||||
Transfer to Level 1 | (4,830,000) | |||||
Fair value at ending | 3,131,574 | |||||
Working Capital Loan [Member] | ||||||
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan [Line Items] | ||||||
Fair value at beginning | ||||||
Initial measurement | 52,522 | $ 177,331 | $ 184,807 | $ 83,396 | $ 264,900 | |
Change in fair value | (341,057) | |||||
Fair value at ending | $ 421,900 |
Fair value measurements (Deta_9
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan (Parentheticals) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 01, 2022 | Jan. 31, 2022 |
Kludein I Acquisition Corp. [Member] | Working Capital Loan [Member] | |||||
Fair value measurements (Details) - Schedule of change in the fair value of warrant liabilities and working capital loan (Parentheticals) [Line Items] | |||||
Initial measurement draw | $ 152,500 | $ 360,000 | $ 250,000 | $ 112,500 | $ 350,000 |
Summary of significant accoun_8
Summary of significant accounting policies (Details) - Schedule of property and equipment using the straight-line method | 12 Months Ended |
Dec. 31, 2022 | |
Office Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | 5 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | 2 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | 3 years |
Furniture and Fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | 10 years |
Servers [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | 3 years |
Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Estimated Useful Life | Useful life or lease term, whichever is lower |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2021 | |
Acquisitions (Details) [Line Items] | ||
Ownership percentage | 100% | |
Purchase consideration | $ 69,339,742 | |
Acquisition related costs | 501,150 | |
Revenue | 15,822,516 | |
Series U Preferred Stock [Member] | ||
Acquisitions (Details) [Line Items] | ||
Stock issued (in Shares) | 66,140.48 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Acquisitions (Details) [Line Items] | ||
Net loss | $ 1,907,798 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of fair value of assets acquired and liabilities - USD ($) | Mar. 31, 2023 | Mar. 31, 2021 |
Schedule Of Fair Value Of Assets Acquired And Liabilities Abstract | ||
Cash and cash equivalents | $ 2,235,551 | $ 2,707,863 |
Goodwill | 56,423,109 | |
Property and equipment | 23,518 | |
Intangible assets | 15,236,631 | |
Accounts receivable | 3,167,292 | |
Prepaid expenses and other current assets | 89,493 | |
Total assets acquired | 77,647,906 | |
Borrowings | 3,397,620 | |
Accounts payable | 1,293,922 | |
Accrued expenses and other current liabilities | 3,616,622 | |
Net assets acquired | $ 204,874 | $ 69,339,742 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of intangible assets acquired and their estimated useful lives | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Intangible Assets Acquired And Their Estimated Useful Lives Abstract | |
Customer relationships Fair value | $ 9,614,578 |
Customer relationships Useful life | 3 years |
Software platform Fair value | $ 5,622,053 |
Software platform Useful life | 3 years |
Total intangible assets | $ 15,236,631 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of operations of UberMedia Inc | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Operations Of Ubermedia Inc Abstract | |
Revenues | $ 50,110,360 |
Net loss | $ (21,422,321) |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash, cash equivalents and restricted cash (Details) [Line Items] | ||
Short-term deposit | $ 32,198 | |
Restricted deposits | 307,373 | $ 110,925 |
Accrued interest amount | 44,058,573 | |
Blue Torch Finance LLC [Member] | ||
Cash, cash equivalents and restricted cash (Details) [Line Items] | ||
Company deposits | $ 46,000,000 |
Cash, cash equivalents and re_4
Cash, cash equivalents and restricted cash (Details) - Schedule of cash, cash equivalents and restricted cash - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Cash Cash Equivalents And Restricted Cash Abstract | |||
Cash and cash equivalents | $ 15,885,290 | $ 16,599,897 | $ 8,839,402 |
Restricted cash | 44,398,144 | 110,925 | |
Total cash & restricted cash | $ 60,998,041 | $ 8,950,327 |
Accounts receivable, net (Det_4
Accounts receivable, net (Details) - Schedule of accounts receivable net consists - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivable Net Consists [Abstract] | |||
Accounts receivable | $ 28,610,774 | $ 29,429,331 | $ 18,833,676 |
Allowance for credit losses | (3,376,574) | (3,417,845) | (2,073,836) |
Accounts receivable, net | $ 25,234,200 | $ 26,011,486 | $ 16,759,840 |
Accounts receivable, net (Det_5
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 | Dec. 31, 2021 | |
Schedule of Company's Allowance for Credit Losses [Abstract] | |||
Opening balance | $ 3,417,845 | $ 2,073,836 | $ 4,383,573 |
Additions charged | 35,840 | 1,344,009 | 49,709 |
Bad debts written off | (77,111) | (2,359,446) | |
Closing balance | $ 3,376,574 | $ 3,417,845 | $ 2,073,836 |
Prepaid expenses and other cu_5
Prepaid expenses and other current assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Prepaid Expenses and other Current Assets [Abstract] | ||||||
Advanced income and non-income taxes | $ 493,267 | $ 648,729 | $ 676,276 | |||
Deposits | 349,041 | 342,157 | ||||
Prepaid expenses | 913,101 | 743,006 | ||||
Contract assets | 177,603 | 283,772 | 266,195 | |||
Advance to related party (note 28) | 1,797,313 | |||||
Promissory note | [1] | 686,690 | [1],[2] | [2] | ||
Other receivables | 284,622 | 222,669 | ||||
Total prepaid expenses and other current assets | $ 3,375,955 | $ 4,963,268 | $ 2,250,303 | |||
[1]KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690. The promissory note was non -interest |
Property and equipment, net (_3
Property and equipment, net (Details) - Schedule of property and equipment net - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | $ 13,488,717 | $ 13,346,497 | $ 13,117,991 |
Less: Accumulated depreciation and amortization | (9,840,459) | (8,722,333) | (4,384,968) |
Capital work in progress | 52,156 | 34,415 | |
Property, plant and equipment, net | 3,700,414 | 4,658,579 | 8,733,023 |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 394,378 | 387,267 | 269,279 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 94,564 | 90,111 | 96,808 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 325,354 | 194,715 | 77,212 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | 2,685 | 2,668 | 2,956 |
Servers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, Gross | $ 12,671,736 | $ 12,671,736 | $ 12,671,736 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Non-cancellable contract | 1 year |
Operating lease liabilities | $ 1,917,196 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease cost - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Lease Cost Abstract | ||
Operating lease cost | $ 927,802 | $ 636,369 |
Short-term lease cost | 467,726 | 673,119 |
Total lease cost | $ 1,395,528 | $ 1,309,488 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating leases - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Operating Leases Abstract | ||
Weighted-average remaining lease term (in years) | 4 years 4 months 17 days | 3 years 11 months 15 days |
Weighted-average discount rate | 6.50% | 10.10% |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 795,852 | $ 581,641 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of future undiscounted cash flows of operating leases to the operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Future Undiscounted Cash Flows Of Operating Leases To The Operating Lease Liabilities Abstract | |
0 – 1 years | $ 1,174,592 |
1 – 2 years | 1,240,071 |
2 – 3 years | 1,017,122 |
3 – 4 years | 622,184 |
4 – 5 years | 402,709 |
After 5 year | 302,032 |
Total undiscounted lease payments | 4,758,710 |
Less: imputed interest | (522,766) |
Total lease liabilities | $ 4,235,944 |
Intangible assets, net (Detai_4
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets, net (Details) - Schedule of amortization activity of intangible assets [Line Items] | |||
Gross carrying amount | $ 20,039,946 | $ 20,037,293 | $ 15,414,481 |
Accumulated amortization | (10,954,929) | (9,348,185) | (3,898,083) |
Net | 9,085,017 | 10,689,108 | 11,516,398 |
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 | 9,792,428 |
Accumulated amortization | (7,026,378) | (5,978,395) | (2,492,570) |
Net | 5,561,279 | 6,606,609 | 7,299,858 |
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 | 5,622,053 |
Accumulated amortization | (3,748,035) | (3,279,532) | (1,405,513) |
Net | 1,874,018 | 2,342,521 | $ 4,216,540 |
Noncompete Agreements [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_5
Intangible assets, net (Details) - Schedule of company’s intangible assets for future periods - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Company SIntangible Assets for Future Periods [Abstract] | |||
2023 | $ 4,798,619 | $ 6,407,164 | |
2024 | 2,570,106 | 2,570,106 | |
2025 | 1,073,202 | 1,070,002 | |
2026 | 366,047 | 366,047 | |
2027 | 277,043 | 275,789 | |
Total future amortization expense | $ 9,085,017 | $ 10,689,108 | $ 11,516,398 |
Goodwill (Details) - Schedule_2
Goodwill (Details) - Schedule of changes in carrying value of goodwill - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
A summary of the changes in carrying value of goodwill is as follows: | |||
Opening balance | $ 61,994,758 | $ 62,387,725 | $ 6,352,720 |
Goodwill relating to acquisitions consummated during the period | 56,423,109 | ||
Effect of exchange rate changes | 78,675 | (392,967) | (388,104) |
Closing balance | $ 62,073,433 | $ 61,994,758 | $ 62,387,725 |
Other assets (Details) - Schedu
Other assets (Details) - Schedule of other assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other assets consist of the following: | ||
Strategic investments | $ 2,618,171 | $ 2,618,171 |
Deferred tax assets | 84,470 | 78,370 |
Contract assets | 78,697 | 380,159 |
Deposits | 100,677 | 27,044 |
Other assets | $ 2,882,015 | $ 3,103,744 |
Borrowings (Details) - Schedu_4
Borrowings (Details) - Schedule of borrowings - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Borrowings [Abstract] | |||
Harbert loan, net of debt amortization expenses | $ 15,479,975 | ||
Blue Torch finance, net of debt amortization expenses | $ 87,295,194 | 86,758,378 | |
BPI France | 689,598 | 839,473 | 1,147,826 |
CIN Phases | 932,194 | ||
BNP Paribas | 705,697 | 748,797 | 910,160 |
Total | $ 91,247,204 | $ 88,346,648 | $ 18,470,155 |
Borrowings (Details) - Schedu_5
Borrowings (Details) - Schedule of aggregate maturities of long-term borrowings - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Aggregate Maturities Of Long Term Borrowings Abstract | ||
2023 | $ 387,004 | $ 2,783,060 |
2024 | 102,060,364 | 539,954 |
2025 | 380,966 | |
2026 | 100,129,028 | |
Total: aggregate maturities of long-term borrowings | 108,045,525 | 103,833,008 |
Less: carrying value of unamortized borrowings financing costs | 16,798,321 | (15,486,360) |
Net maturities of long-term borrowings | 88,346,648 | |
Less: current portion of long-term borrowings | (5,196,952) | (2,783,060) |
Long-term borrowings | $ 86,050,252 | $ 85,563,558 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Abstract] | |
Deferred payment | $ 1,218,757 |
Loan facility | $ 2,000,000 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued expenses | $ 8,159,000 | $ 3,276,686 | |
Deferred revenue | 2,806,796 | 2,171,668 | |
Accrued employee cost | 1,579,960 | 578,601 | |
Short-term borrowing from related party (note 28) | 2,119,807 | ||
Deferred settlement* | [1] | 3,218,757 | |
Statutory liabilities | 2,075,655 | 1,195,958 | |
Retirement benefits (note 15) | 44,493 | 44,277 | |
Total | $ 20,004,468 | $ 7,267,190 | |
[1]In connection with settlement of Harbert loan facility and Deutsche Bank loan facility, the Company deferred payment of $1,218,757 and $2,000,000 for Harbert loan facility and Deutsche Bank loan facility respectively. Refer to note 12 for more details. |
Stock based compensation (Det_3
Stock based compensation (Details) - Schedule of stock options granted to employee | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Schedule of Stock Options Granted to Employee [Abstract] | ||
Expected dividend yield | 0% | |
Expected volatility | 52.60% | |
Risk-free interest rate | 2.41% | |
Expected average life of options (in years) | 3 months | 9 years |
Stock based compensation (Det_4
Stock based compensation (Details) - Schedule of stock option | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Schedule of Stock Option [Abstract] | |
Number of options, Outstanding beginning | shares | 41,862.299 |
Weighted average exercise, Outstanding beginning | $ / shares | $ 5.06 |
Weighted average remaining contractuallife (years), Outstanding beginning | 9 years 7 months 13 days |
Aggregate intrinsic value, Outstanding beginning | $ | $ 1,988,967 |
Number of options, Granted | shares | 13,185.4 |
Weighted average exercise, Granted | $ / shares | $ 429.47 |
Number of options, Forfeited | shares | (4,983.894) |
Weighted average exercise, Forfeited | $ / shares | $ (10.88) |
Number of options, Exercised | shares | (29,876.229) |
Weighted average exercise, Exercised | $ / shares | $ (2.13) |
Number of options, Outstanding ending | shares | 20,187.576 |
Weighted average exercise, Outstanding ending | $ / shares | $ 285.17 |
Weighted average remaining contractuallife (years), Outstanding ending | 11 years 7 months 9 days |
Aggregate intrinsic value, Outstanding ending | $ | $ 1,164,204 |
Aggregate intrinsic value, Vested and exercisable | $ | 6,626.813 |
Aggregate intrinsic value, Weighted average grant-date fair value of options granted during the period | $ | $ 60 |
Stock based compensation (Det_5
Stock based compensation (Details) - Schedule of RSUs - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | ||||
Schedule of Rsus [Abstract] | |||||
Number of shares, Granted | 2,333,745 | 52,120 | |||
Weighted average grant date fair value per share, Granted | $ 12.97 | [1] | $ 1,392.2 | [2] | |
Number of shares, Vested pending settlement | (44,706) | ||||
Weighted average grant date fair value per share, Vested pending settlement | [2] | $ 1,397.51 | |||
Number of shares, Forfeited | (1,446) | ||||
Weighted average grant date fair value per share, Forfeited | [2] | $ 1,397.51 | |||
Number of shares, Unvested units | 5,968 | ||||
Weighted average grant date fair value per share, Unvested units | [2] | $ 1,351.15 | |||
[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 -money |
Stock based compensation (Det_6
Stock based compensation (Details) - Schedule of stock-based compensation expense for the stock options and RSUs - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Based Compensation Expense for the Stock Options and Rsus [Abstract] | ||
Cost of revenue | $ 896,511 | |
Product and technology | 5,892,394 | (98,487) |
Sales and marketing | 4,998,640 | 10,217 |
General and administrative | 54,687,484 | 165,290 |
Total | $ 66,475,029 | $ 77,020 |
Retirement benefits (Details)
Retirement benefits (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement benefits [Abstract] | ||
Defined benefit plans | $ 38,780 | |
Defined contribution plans | $ 73,031 | $ 44,755 |
Retirement benefits (Details) -
Retirement benefits (Details) - Schedule of consolidated financial statements - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in benefit obligation | ||
Projected benefit obligation at the beginning | $ 230,588 | $ 205,139 |
Interest costs | 11,676 | 10,174 |
Service costs | 52,170 | 49,243 |
Actuarial gain | (31,227) | (14,553) |
Benefits paid | (6,602) | (14,634) |
Effect of exchange rate changes | (23,827) | (4,781) |
Projected benefit obligation at the end | 232,778 | 230,588 |
Amounts recognized in the consolidated balance sheets consist of: | ||
Current liabilities (recorded under accrued expenses and other current liabilities) | 44,493 | 44,277 |
Non-current liabilities (recorded under other liabilities) | 188,285 | 186,311 |
Unfunded amount recognized | $ 232,778 | $ 230,588 |
Retirement benefits (Details)_2
Retirement benefits (Details) - Schedule of net defined benefit plan costs - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Net Defined Benefit Plan Costs Abstract | ||
Interest costs | $ 11,676 | $ 10,174 |
Service costs | 52,170 | 49,243 |
Actuarial gain | (31,227) | (14,553) |
Total | $ 32,619 | $ 44,864 |
Retirement benefits (Details)_3
Retirement benefits (Details) - Schedule of principal assumptions used in determining gratuity | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Principal Assumptions Used In Determining Gratuity Abstract | ||
Discount rate | 7% | 5% |
Rate of increase in compensation per annum | 15% | 15% |
Retirement age (in years) | 58 years | 58 years |
Retirement benefits (Details)_4
Retirement benefits (Details) - Schedule of expected benefit plan payments | Dec. 31, 2022 USD ($) |
Schedule Of Expected Benefit Plan Payments Abstract | |
2023 | $ 38,780 |
2024 | 38,166 |
2025 | 37,111 |
2026 | 34,401 |
2027 | 33,544 |
Thereafter | 95,701 |
Total | $ 277,703 |
Other liabilities (Details) - S
Other liabilities (Details) - Schedule of other liabilities - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Other Liabilities Abstract | |||
Deferred income tax liabilities | $ 2,221 | $ 4,210 | |
Deferred revenue | 540,594 | ||
Retirement benefits (note 15) | 188,285 | 186,311 | |
Other liabilities | $ 431,701 | $ 731,100 | $ 190,521 |
Warrant liabilities (Details) -
Warrant liabilities (Details) - Schedule of assumptions used in calculating estimated fair value of such warrant liabilities - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Volatility | 39.50% | 58% | ||
Risk-free rate | 14.85% | 0.22% | ||
Contractual term (years) | 4 years | 6 months 29 days | ||
Number of warrants in aggregate | 5,200,000 | 14,961.265 | 14,961.265 | 4,606.027 |
Minimum [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Volatility | 85% | 85% | ||
Risk-free rate | 3.75% | 3.80% | 3.80% | |
Contractual term (years) | 6 years 1 month 6 days | |||
Exercise price | 500 | 963 | ||
Maximum [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Volatility | 91.80% | 91.80% | ||
Risk-free rate | 4.20% | 3.90% | 3.90% | |
Contractual term (years) | 9 years 10 months 24 days | |||
Exercise price | 1,512 | 1,406 |
Redeemable convertible prefer_5
Redeemable convertible preferred stock (Details) - Schedule of redeemable convertible preferred stock | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |
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 Preferred Stock [Member] | |
Class of Stock [Line Items] | |
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 Preferred Stock [Member] | |
Class of Stock [Line Items] | |
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 Preferred Stock [Member] | |
Class of Stock [Line Items] | |
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 Preferred Stock [Member] | |
Class of Stock [Line Items] | |
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 Preferred Stock [Member] | |
Class of Stock [Line Items] | |
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) - Sche_2
Common stock (Details) - Schedule of common stock reserved for future issuance - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Common Stock Reserved For Future Issuance Abstract | ||||
Conversion of outstanding redeemable convertible preferred stock | 33,083,858 | 307,298.151 | 307,298.151 | |
Stock options issued and outstanding | 20,187.576 | |||
Restricted stock units (vested pending settlement and unvested) | 2,942,527 | 5,455,290 | 50,674 | |
Warrants | 15,584,965 | 1,610,731 | 14,961.265 | 6,886.027 |
Remaining shares available for future issuance under the ESOP Plan | 101,457.955 | |||
Remaining shares available for future issuance under the RSU Plan | 33,008.69 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of summarizes revenue by the company’s service - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Summarizes Revenue by the Company Service [Abstract] | ||||
Core Subscription Revenue | $ 13,640,744 | $ 12,484,365 | $ 51,862,758 | $ 38,940,524 |
Sale of operational products recognized point in time | 1,866,974 | 1,574,237 | 7,883,013 | 6,380,151 |
Total | $ 15,507,718 | $ 14,058,602 | $ 59,745,771 | $ 45,320,675 |
Revenue (Details) - Scheule o_2
Revenue (Details) - Scheule of the disaggregation of revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | $ 59,745,771 | $ 45,320,675 |
Australia [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 4,567,608 | 4,170,115 |
France [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 12,022,258 | 6,601,755 |
India [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 103,900 | 371,475 |
Japan [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 309,063 | 199,695 |
Singapore [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 402,747 | 738,226 |
UAE [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 390,767 | 653,298 |
United Kingdom [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 1,558,806 | 2,334,095 |
United States [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | 39,174,040 | 28,998,625 |
Others [Member] | ||
Revenue (Details) - Scheule of the disaggregation of revenue [Line Items] | ||
Geographic areas | $ 1,216,582 | $ 1,253,391 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of deferred revenue consists of customer billings - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Deferred Revenue Consists of Customer Billings [Abstract] | |||
Balance at beginning of the period | $ 2,171,668 | $ 249,804 | |
Add: Billings | 8,086,620 | 4,553,356 | |
Add: Acquired in business combination | 1,874,182 | ||
Less: Revenue recognized* | [1] | (6,923,927) | (4,502,956) |
Less: foreign exchange loss | 13,029 | (1,998) | |
Balance at end of the period | $ 3,347,390 | $ 2,171,668 | |
[1]includes revenue recognized of $ 2,106,485 and $ 249,084 for the year ended December 31, 2022 and 2021, respectively that was included in the deferred revenue balance at the beginning of the period. |
Interest expense, net (Details)
Interest expense, net (Details) - Schedule of interest expense, net - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Interest expense: | ||
Interest on loans | $ 6,174,086 | $ 2,821,388 |
Finance cost to related party | 57,897 | |
Interest income: | ||
Deposits and short term investments | 53,561 | 153,988 |
Finance income from related party | 19,638 | |
Interest expense and income, net | $ 6,158,784 | $ 2,667,400 |
Other income, net (Details) - S
Other income, net (Details) - Schedule of other income, net - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Income Net Abstract | |||
Income from marketable securities | $ 11,644 | $ 21,077 | |
Other | 657,087 | 408,160 | |
Total | $ 1,235,000,000 | $ 668,731 | $ 429,237 |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of income tax expense - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||
Federal | $ 4,316 | |||
State | 17,551 | 5,755 | ||
Foreign | 495,058 | 287,682 | ||
Total current | 512,609 | 297,753 | ||
Deferred: | ||||
Federal | ||||
State | ||||
Foreign | (13,442) | 7,603 | ||
Total provision | $ 120,518 | $ 61,691 | $ 499,167 | $ 305,356 |
Income taxes (Details) - Sche_5
Income taxes (Details) - Schedule reconciliation of effective tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Reconciliation Of Effective Tax Rate Abstract | ||
U.S federal statutory income tax rate(a) | 21% | 17% |
Valuation allowance | (17.30%) | (15.40%) |
Non-deductible expenses | (0.20%) | (3.60%) |
Stock based compensation | (5.00%) | |
Credits | 0.40% | |
Internal restructuring | (0.30%) | |
Foreign rate differential | (0.50%) | 0.80% |
State and local income taxes, net of federal benefit | 2.20% | |
Others | (1.10%) | |
Effective tax rate | (0.50%) | (1.50%) |
Income taxes (Details) - Scedul
Income taxes (Details) - Scedule of deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,495,760 | $ 13,109,201 |
Stock based compensation | 10,142,989 | |
Accrued expenses | 63,627 | |
Interest limitation | 1,626,806 | |
R&D and other tax credit carryforwards | 3,275,931 | 2,916,264 |
Operating lease liabilities | 235,782 | 324,503 |
Retirement benefits | 58,034 | |
Property and equipment | 341 | |
Others | 325,324 | 462,697 |
Total deferred tax assets | 34,166,219 | 16,871,040 |
Valuation allowance | (33,046,626) | (14,063,564) |
Total deferred tax assets, net of valuation allowance | 1,119,593 | 2,807,476 |
Deferred tax liabilities: | ||
Depreciation and amortization | (820,603) | (2,423,334) |
Operating lease right-of-use assets | (216,741) | (305,772) |
Marketable securities | (4,210) | |
Total deferred tax liabilities | (1,037,344) | (2,733,316) |
Net Deferred tax assets | 82,249 | 74,160 |
Classified as | ||
Deferred income tax assets | 84,470 | 78,370 |
Deferred income tax liabilities | $ 2,221 | $ 4,210 |
Net loss per share attributab_6
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
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) | $ (104,221,432) | $ (21,055,599) |
Less: Accretion to preferred stock redemption value | (13,463,002) | |||
Total | $ (104,221,432) | $ (34,518,601) | ||
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 | 96,835.154 | 63,992.3 |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (1.2) | $ (0.49) | $ (1,076.28) | $ (539.42) |
Net loss per share attributab_7
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 96,835.154 | 63,992.300 |
Net loss per share attributable to common stockholders, diluted | $ (1.20) | $ (0.49) | $ (1,076.28) | $ (539.42) |
Net loss per share attributab_8
Net loss per share attributable to common stockholders (Details) - Schedule of computation of diluted net loss per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Computation of Diluted Net Loss Per Share [Abstract] | ||||
Redeemable convertible preferred stock | $ 33,083,858 | $ 307,298.151 | $ 307,298.151 | |
Stock based compensation | 2,173,404 | 20,187.576 | ||
Unvested restricted stock units | 2,706,325 | 5,968 | ||
Warrants | 15,584,965 | 741,353 | 14,961.265 | 6,886.027 |
Total | $ 20,844,943 | $ 35,998,615 | $ 328,227.416 | $ 334,371.754 |
Fair Value Measurements (Det_10
Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | |||
Warrant liabilities | [1] | $ 16,765,776 | $ 5,376,932 |
Assets | |||
Marketable securities | [2] | 260,417 | |
Quoted prices in active markets for identical assets (Level 1) [Member] | |||
Liabilities | |||
Warrant liabilities | [1] | ||
Assets | |||
Marketable securities | [2] | 260,417 | |
Significant other observable inputs (Level 2) [Member] | |||
Liabilities | |||
Warrant liabilities | [1] | ||
Assets | |||
Marketable securities | [2] | ||
Significant other unobservable inputs (Level 3) [Member] | |||
Liabilities | |||
Warrant liabilities | [1] | $ 16,765,776 | 5,376,932 |
Assets | |||
Marketable securities | [2] | ||
[1]The fair value of the marketable securities are valued using the closing NAV.[2]Warrant liabilities The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert loan, 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. |
Fair Value Measurements (Det_11
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Schedule of Fair Value of Warrant Liabilities [Abstract] | ||||||||
Liability at beginning of the period | $ 16,765,776 | $ 5,376,932 | $ 5,376,932 | $ 2,436,998 | ||||
Additions | 12,179,537 | 1,399,039 | ||||||
Change in fair value | (7,290,007) | [1] | (1,700,221) | [1] | (790,693) | [2] | 1,540,895 | [2] |
Liability at end of the period | $ 9,475,769 | $ 3,676,711 | $ 16,765,776 | $ 5,376,932 | ||||
[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 -specific |
Strategic investments (Details)
Strategic investments (Details) | 1 Months Ended | 12 Months Ended | |||||
Jul. 02, 2021 USD ($) shares | Apr. 30, 2022 EUR (€) | Feb. 25, 2021 EUR (€) | Feb. 28, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2018 | |
Strategic investments (Details) [Line Items] | |||||||
Invest amount | $ 137,100 | ||||||
Equity interest percentage | 0.01% | 60% | |||||
Investment fair value loss | $ 637,671 | ||||||
Carrying value of investment amount | $ 2,000,000 | $ 2,000,000 | |||||
Agreement share (in Shares) | shares | 30 | ||||||
Issued share capital percentage | 10% | ||||||
Aggregate amount | $ 2,000,000 | € 300,000 | € 2,500,000 | ||||
Comprising amount | 500,000 | ||||||
Cash | $ 1,500,000 | ||||||
Nonconsolidated Investees [Member] | |||||||
Strategic investments (Details) [Line Items] | |||||||
Despite of equity interest, percentage | 26.25% | ||||||
XLocations Inc [Member] | |||||||
Strategic investments (Details) [Line Items] | |||||||
Equity interest percentage | 26.25% | ||||||
Carrying value of investment amount | $ 618,171 | $ 618,171 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of table presents the company’s future minimum purchase commitments - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Table Presents the Company Future Minimum Purchase Commitments [Abstract] | ||
2023 | $ 2,475,000 | $ 3,309,184 |
2024 | 3,627,551 | |
2025 | 3,600,000 | 18,368 |
Total | $ 6,075,000 | $ 6,955,103 |
Events (Unaudited) Subsequent_2
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
May 18, 2023 | Mar. 23, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 23, 2023 | Apr. 21, 2023 | Mar. 22, 2023 | Apr. 29, 2022 | Feb. 25, 2021 | Jan. 30, 2019 | May 31, 2018 | |
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report (Details) [Line Items] | |||||||||||||||
Deferred balances | $ 1,650,000 | ||||||||||||||
financing agreement description | 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 | (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. | |||||||||||||
Interest rate per annum | 2% | 2% | 2% | ||||||||||||
Parties agreed | $ 2,000,000 | ||||||||||||||
Deferred consent fee payable | $ 6,000,000 | ||||||||||||||
Cash proceeds from the issuance | $ 5,219,325 | $ 115,292,120 | $ 14,842,627 | ||||||||||||
Convertible Debentures | $ 2,553,653 | ||||||||||||||
Interest rate | 0.01% | 60% | |||||||||||||
Bear interest annual rate | 10% | 5,000,000% | 12% | 12% | |||||||||||
Interest rate is subject to increase | 15% | ||||||||||||||
Conversion price (in Dollars per share) | $ 2.23 | $ 2.23 | $ 10.01 | ||||||||||||
Average percent rate | 75% | ||||||||||||||
Floor price per share (in Dollars per share) | $ 0.45 | ||||||||||||||
Redemption premium percentage | 5% | 5% | |||||||||||||
Common Stock (in Dollars per share) | $ 2.23 | ||||||||||||||
Exceed (in Shares) | 5,895,263 | ||||||||||||||
Warrants exercise price (in Dollars per share) | $ 4.64 | $ 4.64 | $ 0.01 | $ 1,050 | $ 730 | ||||||||||
Outstanding principal amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Exchange Cap Rate | 95% | ||||||||||||||
Floor Price | 110% | ||||||||||||||
Part B Convertible Debenture [Member] | |||||||||||||||
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 2.23 | ||||||||||||||
Lowest Percent Rate | 90% | ||||||||||||||
Redemption premium percentage | 5% | ||||||||||||||
Exceed (in Shares) | 6,004,000 | ||||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||||
Investor percentage | 9.99% | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report (Details) [Line Items] | |||||||||||||||
Amount received | $ 2,000,000 | ||||||||||||||
Legal, financial advisory and other professional fees | $ 25,400,000 | ||||||||||||||
Aggregate principal amount | $ 6,000,000 | $ 6,000,000 | |||||||||||||
Warrant shares (in Shares) | 149,234 | ||||||||||||||
Deferred balances | $ 998,859,000,000 | ||||||||||||||
Deferred consent fee | $ 5,000,000 | ||||||||||||||
Aggregate amount | $ 21,000,000 | ||||||||||||||
Deferred consent fee payable | 5,000,000 | ||||||||||||||
Due fee payable | 3,000,000 | ||||||||||||||
Cash proceeds from the issuance | $ 20,000,000 | ||||||||||||||
Business Combination, pro forma liquidity | $ 32,000,000 | ||||||||||||||
Convertible Debentures | 21,000,000 | ||||||||||||||
Aggregate principal amount | $ 2,500,000 | ||||||||||||||
Aggregate of shares of common stock (in Shares) | 62,500 | ||||||||||||||
Original issue discount | 8% | ||||||||||||||
Aggregate gross proceeds | $ 10,525,000 |