Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
| | | |
| In re: | | Chapter 11 |
| | | |
| NEAR INTELLIGENCE, INC., et al.,1 | | Case No. 23-11962 (TMH) |
| | | |
| Debtors. | | (Jointly Administered) |
| | | |
PERIODIC REPORT PURSUANT TO BANKRUPTCY RULE 2015.3
Pursuant to Rule 2015.3(a) of the Federal Rules of Bankruptcy Procedure, Near Intelligence, Inc. and its affiliated debtors, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), submit this report (this “Periodic Report”) on the value, operations, and profitability of certain non-Debtor entities in which one or more Debtors hold a substantial or controlling interest (each a “Controlled Non-Debtor Entity” and collectively the “Controlled Non-Debtor Entities”). This Periodic Report has been prepared solely for the purpose of complying with the Federal Rules of Bankruptcy Procedure. This Periodic Report includes the three non-Debtor entities that are directly owned by one or more of the Debtors.
The following exhibits are attached hereto:
| Exhibit A-1 | Unaudited Balance Sheet for Controlled Non-Debtor Entities as of December 31, 2022 |
| Exhibit A-2 | Unaudited Statement of Operations of Controlled Non-Debtor Entities as of December 31, 2022 |
| Exhibit A-3 | Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities as of December 31, 2022 |
| Exhibit A-4 | Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities as of December 31, 2022 |
| Exhibit A-5 | Unaudited Balance Sheet of Controlled Non-Debtor Entities as of September 30, 2023 |
| Exhibit A-6 | Unaudited Statement of Operations of Controlled Non-Debtor Entities (January 2023 to September 2023) |
| Exhibit A-7 | Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities (September 2023) |
| Exhibit A-8 | Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities (January 2023 to September 2023) |
| 1 | The Debtors in these chapter 11 cases, along with the last four digits of their federal tax identification numbers, to the extent applicable, are Near Intelligence, Inc. (7857), Near Intelligence LLC (7857), Near North America, Inc. (9078), and Near Intelligence Pte. Ltd. The Debtors’ headquarters is located at 100 W Walnut St., Suite A-4, Pasadena, CA 91124. |
| Exhibit B | Description of Operations for the Controlled Non-Debtor Entities |
| Exhibit C | Description of Claims Between the Controlled Non-Debtor Entities |
| Exhibit D | Description of how taxes are allocated between the Controlled Non-Debtor Entities and the Debtors |
| Exhibit E | Description of Controlled Non-Debtor Entities’ Payments of Administrative Expenses or Professional Fees Otherwise Payable by a Debtor |
The undersigned, having reviewed the attached exhibits and this Periodic Report, and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury that this Periodic Report is complete, accurate, and truthful to the best of his knowledge.
Date: January 5, 2023
| | /s/ John Faieta |
| | Name: | John Faieta |
| | Title: | Chief Financial Officer |
GENERAL NOTES
Description of these Chapter 11 Cases
On December 8, 2023 (the “Petition Date”), Near Intelligence, Inc. and its affiliated debtors in the above-captioned chapter 11 cases (collectively, the “Debtors”) commenced with the United States Bankruptcy Court for the District of Delaware (the “Court”) voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors are authorized to continue operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On December 11, 2023, the Bankruptcy Court entered an order authorizing the joint administration of these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. On December 22, 2023, the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Additional information about these chapter 11 cases, court filings, and claims information is available at the Debtors’ restructuring website: https://cases.ra.kroll.com/near/.
Financial Statements
In this Periodic Report, the Debtors provide balance sheets and statements of income (loss) for each Non-Debtor Entity for the period covered as indicated on each Exhibit.
The financial statements contained herein include the results of those entities in which the Debtors hold a direct or indirect substantial and controlling interest. The financial statements are unaudited, limited in scope, have not been reviewed by an independent audit firm and do not fully comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial statements have been derived from the books and records of the Debtors and the Controlled Non-Debtor Entities. If U.S. GAAP procedures had been applied in full, the Debtors believe that the financial information could be subject to changes and these changes could be material.
Although the Debtors’ management made reasonable efforts to ensure that the financial information is accurate and complete based on information that was available to them at the time of preparation, subsequent information or discovery may result in material changes to the information. Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update this Periodic Report. Nothing contained in this Periodic Report shall constitute a waiver of any rights of the Debtors, including the right to amend the information contained herein.
The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information.
The results of operations contained herein are not necessarily indicative of results that are expected from any other period and may not necessarily reflect the results of operations or financial position of the non-Debtors in the future. Further, this Periodic Report is limited in scope, covers a limited time period, and has been prepared solely for purposes of fulfilling the requirements of Bankruptcy Rule 2015.3. Given, among other things, the uncertainty surrounding the realization, measurement, and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a non-Debtor entity shows more assets than liabilities, this is not an admission that the non-Debtor entity was solvent on the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other information included in this Periodic Report. Likewise, to the extent that a non-Debtor entity shows more liabilities than assets, this is not an admission that the non-Debtor entity was insolvent on the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other information included in this Periodic Report.
The balance sheets and statements of income have been included for the non-Debtor affiliates to the extent available on a basis consistent with the Debtor’s consolidated financial statements.
Current Values
The Debtors do not maintain fair market value or other bases of valuation for these entities, which may differ substantially from the net book value of these entities.
Reservation of Rights
Nothing contained in this Periodic Report shall constitute a waiver or admission by the Debtors in any respect, nor shall this Periodic Report or any information set forth herein waive or release any of the Debtors’ rights or admission with respect to these chapter 11 cases, or their estates, including with respect to, among other things, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of the Bankruptcy Code and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The Debtors are reviewing the assets and liabilities of their affiliates on an ongoing basis, including without limitation with respect to intercompany claims and obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors’ or their affiliates’ rights with respect to such assets, liabilities, claims, and obligations that may exist.
Currency
The amounts herein are presented in U.S. Dollars, unless otherwise stated.
EXHIBIT A-1
Unaudited Balance Sheet for Controlled Non-Debtor Entities as of December 31, 2022
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-1 – Unaudited Balance Sheet as of December 31, 2022
| | | Near
Intelligence | | | Near
Intelligence | | | Near
Intelligence | |
| USD Actuals | | Pvt Ltd | | | SAS | | | Pty Ltd | |
| Assets | | | | | | | | | |
| Current assets: | | | | | | | | | |
| Cash and cash equivalents | | | 171,920 | | | | 1,440,846 | | | | 27,529 | |
| Restricted cash | | | 32,198 | | | | 307,373 | | | | - | |
| Accounts receivable, net of allowance for credit losses | | | 2,678,351 | | | | 3,912,591 | | | | 156,234 | |
| Prepaid expenses and other current assets | | | 590,765 | | | | 2,711,519 | | | | 36,410 | |
| Total current assets | | | 3,473,235 | | | | 8,372,328 | | | | 220,173 | |
| | | | | | | | | | | | | |
| Property and equipment, net | | | 119,765 | | | | 190,547 | | | | 8,883 | |
| Operating lease right-of-use assets | | | 813,832 | | | | 2,014,123 | | | | - | |
| Other assets | | | 84,470 | | | | - | | | | (2,221 | ) |
| Total assets | | | 4,491,302 | | | | 10,576,998 | | | | 226,835 | |
| | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | |
| Current portion of long-term borrowings | | | - | | | | - | | | | - | |
| Accounts payable | | | 48,481 | | | | 1,845,170 | | | | 19,753 | |
| Accrued expenses and other current liabilities | | | 2,658,786 | | | | 2,449,921 | | | | 87,575 | |
| Current portion of operating lease liabilities | | | 325,439 | | | | 314,390 | | | | - | |
| Derivative liabilities | | | - | | | | - | | | | - | |
| Total current liabilities | | | 3,032,705 | | | | 4,609,480 | | | | 107,328 | |
| | | | | | | | | | | | | |
| Long-term borrowings, less current portion | | | - | | | | 1,588,270 | | | | - | |
| Long-term operating lease liabilities | | | 559,891 | | | | 1,795,512 | | | | - | |
| Long-term derivative liabilities | | | - | | | | - | | | | - | |
| Other liabilities | | | 188,285 | | | | - | | | | - | |
| Total liabilities | | | 3,780,881 | | | | 7,993,262 | | | | 107,328 | |
| | | | | | | | | | | | | |
| Stockholders’ equity (deficit) | | | | | | | | | | | | |
| Common stock | | | 1,365 | | | | 69,263 | | | | - | |
| Additional paid-in-capital | | | (242,046 | ) | | | 1,530,423 | | | | - | |
| Accumulated deficit | | | 998,681 | | | | 941,284 | | | | 123,146 | |
| Accumulated other comprehensive loss | | | (47,579 | ) | | | 42,766 | | | | (3,639 | ) |
| Total stockholders’ equity (deficit) | | | 710,422 | | | | 2,583,736 | | | | 119,507 | |
| | | | | | | | | | | | | |
| Total liabilities and stockholders’ equity (deficit) | | | 4,491,303 | | | | 10,576,998 | | | | 226,835 | |
EXHIBIT A-2
Unaudited Statement of Operations of Controlled Non-Debtor Entities as of December 31, 2022
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-2 – Unaudited Statement of Operations - (January 2022 to December 2022)
| | | Near
Intelligence | | | Near
Intelligence | | | Near
Intelligence | |
| USD Actuals | | Pvt Ltd | | | SAS | | | Pty Ltd | |
| Revenue | | | 6,196,077 | | | | 11,780,862 | | | | 1,920,278 | |
| Costs and expenses: | | | | | | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 693,082 | | | | 4,786,064 | | | | - | |
| Product and technology | | | 2,618,054 | | | | - | | | | - | |
| Sales and marketing | | | 523,938 | | | | 4,564,184 | | | | 1,596,325 | |
| General and administrative | | | 1,497,653 | | | | 1,334,886 | | | | 177,958 | |
| Depreciation and amortization | | | 56,984 | | | | 25,341 | | | | 4,364 | |
| Total costs and expenses | | | 5,389,711 | | | | 10,710,474 | | | | 1,778,648 | |
| Operating Profit (loss) | | | 806,366 | | | | 1,070,387 | | | | 141,630 | |
| Interest expense, net | | | 52,252 | | | | 43,011 | | | | - | |
| Changes in fair value of derivative liabilities | | | - | | | | - | | | | - | |
| Loss (gain) on extinguishment of debt, net | | | - | | | | (663,091 | ) | | | - | |
| Other income, net | | | (353,023 | ) | | | (636,578 | ) | | | - | |
| Income (Loss) before income tax expense | | | 1,107,138 | | | | 2,327,046 | | | | 141,630 | |
| Income tax expense | | | 282,993 | | | | 165,427 | | | | 35,408 | |
| Net Income (loss) | | | 824,144 | | | | 2,161,619 | | | | 106,222 | |
EXHIBIT A-3
Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities as of December 31, 2022
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-3 – Unaudited Statement of Changes in Equity (December 2022)
| USD Actuals | | Near
Intelligence
Pvt Ltd | | | Near
Intelligence
SAS | | | Near
Intelligence
Pty Ltd | |
| Total Equity (12/31/2021) | | | (67,842 | ) | | | 415,679 | | | | 16,410 | |
| Common Stock | | $ | - | | | | - | | | | - | |
| Additional Paid in Capital | | | - | | | | - | | | | - | |
| Retained Earnings | | | 824,144 | | | | 2,161,619 | | | | 106,222 | |
| Currency translation adjustments | | | (45,882 | ) | | | 6,438 | | | | (3,125 | ) |
| Total Equity (12/31/2022) | | $ | 710,421 | | | $ | 2,583,736 | | | $ | 119,507 | |
EXHIBIT A-4
Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities as of December 31, 2022
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-4 – Unaudited Statement of Cash Flows (January 2022 to December 2022)
| USD Actuals | | Near
Intelligence
Pvt Ltd | | | Near
Intelligence
SAS | | | Near
Intelligence
Pty Ltd | |
| Cash flows from operating activities: | | | | | | | | | |
| Net Profit | | | 824,144 | | | | 2,161,619 | | | | 106,222 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
| Add Depreciation and amortization | | | 56,984 | | | | 25,341 | | | | 4,364 | |
| Add Amortisation of ROU & Interest on Leases | | | (2,923 | ) | | | 95,778 | | | | - | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Accounts receivable & Other current assets | | | (2,765,391 | ) | | | (2,339,179 | ) | | | (16,732 | ) |
| Other assets | | | (7,623 | ) | | | 21,201 | | | | 2,261 | |
| Accounts payable | | | 2,397,690 | | | | 2,620,571 | | | | (60,130 | ) |
| Accrued expenses and other current liabilities | | | (329,291 | ) | | | (721,665 | ) | | | - | |
| Net cash used in operating activities | | | 173,591 | | | | 1,863,666 | | | | 35,985 | |
| | | | | | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | | | | | |
| Additions to property and equipment | | | (54,757 | ) | | | (142,477 | ) | | | (6,647 | ) |
| Net cash provided by investing activities | | | (54,757 | ) | | | (142,477 | ) | | | (6,647 | ) |
| | | | | | | | | | | | | |
| Cash flows from financing activities | | | | | | | | | | | | |
| Repaymnet of debts | | | - | | | | (1,400,354 | ) | | | - | |
| Net cash provided by financing activities | | | - | | | | (1,400,354 | ) | | | - | |
| | | | | | | | | | | | | |
| | | | (45,882 | ) | | | 6,438 | | | | (3,125 | ) |
| Effect of exchange rates on cash, cash equivalents and restricted cash | | | (21,999 | ) | | | (109,060 | ) | | | (1,809 | ) |
| Net (decrease) increase in cash, cash equivalents and restricted cash | | | 96,834 | | | | 211,774 | | | | 27,529 | |
| | | | | | | | | | | | | |
| Cash, cash equivalents and restricted cash at beginning of year | | | 107,284 | | | | 1,536,444 | | | | - | |
| | | | | | | | | | | | | |
| Cash, cash equivalents and restricted cash at the end of the year | | | 204,118 | | | | 1,748,219 | | | | 27,529 | |
| | | | | | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
| Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | | |
| Cash and cash equivalents | | | 171,920 | | | | 1,440,846 | | | | 27,529 | |
| Restricted cash | | | 32,198 | | | | 307,373 | | | | - | |
| Total cash, cash equivalents and restricted cash shown in the statement of cash flow | | | 204,118 | | | | 1,748,219 | | | | 27,529 | |
EXHIBIT A-5
Unaudited Balance Sheet of Controlled Non-Debtor Entities as of September 30, 2023
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-5 – Unaudited Balance Sheet as of September 30, 2023
| USD Actuals | | Near
Intelligence
Pvt Ltd | | | Near
Intelligence
SAS | | | Near
Intelligence
Pty Ltd | |
| Assets | | | | | | | | | |
| Current assets: | | | | | | | | | |
| Cash and cash equivalents | | | 143,352 | | | $ | 1,133,581 | | | $ | 40,299 | |
| Restricted cash | | | 33,005 | | | | 200,442 | | | | - | |
| Accounts receivable, net of allowance for credit losses | | | 1,413,734 | | | | 3,822,768 | | | | 279,952 | |
| Prepaid expenses and other current assets | | | 753,477 | | | | 5,388,114 | | | | 62,442 | |
| Total current assets | | | 2,343,569 | | | | 10,544,905 | | | | 382,693 | |
| | | | | | | | | | | | | |
| Property and equipment, net | | | 122,017 | | | | 289,973 | | | | 6,313 | |
| Operating lease right-of-use assets | | | 580,943 | | | | 1,749,847 | | | | - | |
| Other assets | | | 83,959 | | | | - | | | | (2,097 | ) |
| Total assets | | $ | 3,130,489 | | | $ | 12,584,725 | | | $ | 386,909 | |
| | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | |
| Current portion of long-term borrowings | | | - | | | | - | | | | - | |
| Accounts payable | | | 88,224 | | | | 2,240,299 | | | | 14,723 | |
| Accrued expenses and other current liabilities | | | 896,435 | | | | 2,206,862 | | | | 154,101 | |
| Current portion of operating lease liabilities | | | 396,566 | | | | 351,044 | | | | - | |
| Derivative liabilities | | | - | | | | - | | | | - | |
| Total current liabilities | | | 1,381,225 | | | | 4,798,205 | | | | 168,824 | |
| | | | | | | | | | | | | |
| Long-term borrowings, less current portion | | | - | | | | 1,169,977 | | | | - | |
| Long-term operating lease liabilities | | | 244,997 | | | | 1,508,936 | | | | - | |
| Long-term derivative liabilities | | | - | | | | - | | | | - | |
| Other liabilities | | | 248,669 | | | | - | | | | - | |
| Total liabilities | | $ | 1,874,891 | | | $ | 7,477,117 | | | $ | 168,824 | |
| | | | | | | | | | | | | |
| Stockholders’ equity (deficit) | | | | | | | | | | | | |
| Common stock | | | 1,365 | | | | 69,263 | | | | - | |
| Additional paid-in-capital | | | (242,046 | ) | | | 1,530,423 | | | | - | |
| Accumulated deficit | | | 1,554,074 | | | | 3,559,125 | | | | 232,508 | |
| Accumulated other comprehensive loss | | | (57,795 | ) | | | (51,204 | ) | | | (14,424 | ) |
| Total stockholders’ equity (deficit) | | | 1,255,598 | | | | 5,107,607 | | | | 218,085 | |
| | | | | | | | | | | | | |
| Total liabilities and stockholders’ equity (deficit) | | $ | 3,130,490 | | | $ | 12,584,725 | | | $ | 386,909 | |
EXHIBIT A-6
Unaudited Statement of Operations of Controlled Non-Debtor Entities (January 2023 to September 2023)
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-6 – Unaudited Statement of Operations - (January 2023 to September 2023)
| | | Near
Intelligence | | | Near
Intelligence | | | Near
Intelligence | |
| USD Actuals | | Pvt Ltd | | | SAS | | | Pty Ltd | |
| Revenue | | | 5,278,609 | | | | 11,988,363 | | | | 1,838,265 | |
| Costs and expenses: | | | | | | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 360,669 | | | | 4,914,175 | | | | - | |
| Product and technology | | | 2,052,091 | | | | 1,276,834 | | | | - | |
| Sales and marketing | | | 614,187 | | | | 1,940,223 | | | | 1,490,217 | |
| General and administrative | | | 1,425,945 | | | | 1,386,252 | | | | 212,102 | |
| Depreciation and amortization | | | 45,351 | | | | 30,274 | | | | 3,068 | |
| Total costs and expenses | | | 4,498,242 | | | | 9,547,758 | | | | 1,705,387 | |
| | | | | | | | | | | | | |
| Operating Profit (loss) | | | 780,367 | | | | 2,440,604 | | | | 132,879 | |
| Interest expense, net | | | 33,816 | | | | (21,449 | ) | | | - | |
| Changes in fair value of derivative liabilities | | | - | | | | - | | | | - | |
| Loss (gain) on extinguishment of debt, net | | | - | | | | - | | | | - | |
| Other income, net | | | 35,186 | | | | (358,890 | ) | | | - | |
| Income (Loss) before income tax expense | | | 711,365 | | | | 2,820,944 | | | | 132,879 | |
| Income tax expense | | | 155,972 | | | | 203,102 | | | | 23,517 | |
| Net Income (loss) | | | 555,393 | | | | 2,617,841 | | | | 109,362 | |
EXHIBIT A-7
Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities (September 2023)
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-7 – Unaudited Statement of Changes in Equity (September 2023)
| USD Actuals | | Near
Intelligence
Pvt Ltd | | | Near
Intelligence
SAS | | | Near
Intelligence
Pty Ltd | |
| Total Equity (12/31/2022) | | | 710,421 | | | | 2,583,736 | | | | 119,507 | |
| Common Stock | | $ | - | | | $ | - | | | $ | - | |
| Additional Paid in Capital | | | - | | | | - | | | | - | |
| Retained Earnings | | | 555,393 | | | | 2,617,841 | | | | 109,362 | |
| Currency translation adjustments | | | (10,216 | ) | | | (93,970 | ) | | | (10,784 | ) |
| Total Equity (09/30/2023) | | $ | 1,255,598 | | | $ | 5,107,607 | | | $ | 218,085 | |
EXHIBIT A-8
Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities (January 2023 to September 2023)
NEAR INTELLIGENCE, INC., ET AL.
NON-DEBTOR AFFILIATES
Exhibit A-8 – Unaudited Statement of Cash Flows (January 2023 to September 2023)
| USD Actuals | | Near
Intelligence
Pvt Ltd | | | Near
Intelligence
SAS | | | Near
Intelligence
Pty Ltd | |
| Cash flows from operating activities: | | | | | | | | | |
| Net Profit | | | 555,393 | | | | 2,617,841 | | | | 109,362 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
| Add Depreciation and amortization | | | 45,351 | | | | 30,274 | | | | 3,068 | |
| Add Amortisation of ROU & Interest on Leases | | | (10,878 | ) | | | 14,354 | | | | - | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Accounts receivable | | | 1,119,903 | | | | (2,262,326 | ) | | | (139,738 | ) |
| Other assets | | | 519 | | | | - | | | | (116 | ) |
| Accounts payable | | | (1,763,032 | ) | | | (263,967 | ) | | | 57,384 | |
| Accrued expenses and other current liabilities | | | 73,659 | | | | - | | | | - | |
| Net cash used in operating activities | | | 20,915 | | | | 136,177 | | | | 29,960 | |
| | | | | | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | | | | | |
| Additions to property and equipment | | | (47,603 | ) | | | (129,700 | ) | | | (498 | ) |
| Net cash provided by investing activities | | | (47,603 | ) | | | (129,700 | ) | | | (498 | ) |
| | | | | | | | | | | | | |
| Cash flows from financing activities | | | | | | | | | | | | |
| Repaymnet of debts | | | - | | | | (418,293 | ) | | | - | |
| Net cash provided by financing activities | | | - | | | | (418,293 | ) | | | - | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | | | (1,072 | ) | | | (2,381 | ) | | | (16,693 | ) |
| Net (decrease) increase in cash, cash equivalents and restricted cash | | | (27,760 | ) | | | (414,196 | ) | | | 12,770 | |
| Cash, cash equivalents and restricted cash at beginning of period | | | 204,118 | | | | 1,748,219 | | | | 27,529 | |
| Cash, cash equivalents and restricted cash at the end of the period | | | 176,358 | | | | 1,334,022 | | | | 40,299 | |
| | | | | | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
| Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | | |
| Cash and cash equivalents | | | 143,352 | | | | 1,133,581 | | | | 40,299 | |
| Restricted cash | | | 33,005 | | | | 200,442 | | | | - | |
| Total cash, cash equivalents and restricted cash shown in the statement of cash flow | | | 176,358 | | | | 1,334,022 | | | | 40,299 | |
EXHIBIT B
Description of Operations for the Controlled Non-Debtor Entities
| Name of Entity | | Description of Business |
| Near Intelligence SAS | | Sale of marketing intelligence services |
| Near Intelligence Pty. Ltd | | Sale of marketing intelligence services |
| Near Intelligence Pty. Ltd | | Back-office/ shared services provide for other Near Debtor and Non-Debtor Entities |
EXHIBIT C
Description of Claims Between the Controlled Non-Debtor Entities
The Controlled Non-Debtor Entities do not have claims with or between each other.
EXHIBIT D
Description of How Taxes Are Allocated Between the
Controlled Non-Debtor Entities and the Debtors
Each legal entity files its own tax returns and there are no tax sharing agreements between the entities.
EXHIBIT E
Description of the Controlled Non-Debtor Entities’ Payments of
Administrative Expenses or Professional Fees Otherwise Payable by a Debtor
Currently, there are no known payments made, or obligations incurred (or claims purchased) by any Controlled Non-Debtor Entity in connection with any claims, administrative expenses, or professional fees that have been or could be asserted against the Debtors. However, in the ordinary course of business, the Debtors engage in routine business relationships among and between the Debtors and between the Debtors and the Controlled Non-Debtor Entities (the “Intercompany Transactions”) related to, among other things, cross charges and intercompany funding and loans, which may result in intercompany receivables and payables (the “Intercompany Claims”). These Intercompany Transactions occur as part of regular business operations, and at any given time, there may be Intercompany Claims owing between the Debtors and between the Debtors and the Controlled Non-Debtor Entities.
22
