United States securities and exchange commission logo
August 3, 2022
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re: KludeIn I
Acquisition Corp.
Registration
Statement on Form S-4
Filed July 1, 2022
File No. 333-265952
Dear Ms. Krishnamoorthy:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. We note the disclosure
that the Sponsor and KludeIn s officers and directors have agreed
to waive their
redemption rights in connection with the consummation of the Business
Combination with
respect to any shares of KludeIn Common Stock they may hold. Please
describe any
consideration provided in exchange for this agreement.
Summary of the Proxy Statement/Prospectus
Near, page 9
2. We note your assertion
that Near's customers include more than 30 companies on the
Fortune and Global 500
lists. To provide context for this assertion, please disclose the
percentage of revenue
that Near has generated from this customer base. Also, provide
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appropriate context regarding Near's revenue growth by disclosing
Near's net loss for each
period.
Summary of the Proxy Statement Prospectus
Organizational Structure, page 11
3. Please revise the current organizational chart of Near to clarify, if
true, that such chart
reflects the organizational structure following the Reorganization,
and state whether the
Reorganization has yet to be finalized.
Lock-Up Agreements, page 16
4. Revise to specify the number and percentage of shares subject to the
lock-up agreements
and break out this disclosure by the varying durations of the
respective agreements.
Common Stock Purchase Agreement, page 17
5. Prominently disclose that the price CF Principal Investments LLC will
pay for the
committed shares will be at a discount to the trading price of the
combined company's
shares. Highlight that CF Principal Investments will therefore have an
incentive to sell
those shares, and will not be subject to the same level of market risk
as other
investors. Address the related material risks associated with the
Common Stock Purchase
Agreement and the CF Registration Rights Agreement to the public
stockholders who do
not redeem their shares in connection with the business combination.
For example,
explain the significant negative impact sales of shares pursuant to
the registration
statement that will be filed in connection with the CF Registration
Rights
Agreement could have on the trading price.
Question and Answers
Did the KludeIn Board Obtain a Third-Party Valuation or Fairness Opinion...,
page 27
6. Please revise to provide a clear explanation as to the reason why the
fairness opinion was
obtained. Also, caution shareholders that the fairness opinion opines
on the fairness of the
transaction to KludeIn, as opposed to only those shareholders
unaffiliated with the sponsor
or its affiliates.
Selected Historical Financial Information of Near, page 44
7. Please revise to include this information for the three-month periods
ended March 31,
2022 and 2021 as referred to in the introductory language.
Risk Factors
Risks Related to Near's Business and Industry and New Near Following the
Business
Combination, page 49
8. You disclose elsewhere in the registration statement that Near's top
10
customers represented 67% of the company's revenue for the year ended
December 31,
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2021, with two customers individually accounting for 29.5% and 16.7%
of revenue.
Please add a risk factor addressing Near's dependence on a limited
number of customers.
Also, for the two customers that accounted for 29.5% and 16.7% of
Near's
revenue, disclose the material terms of Near's agreements with them,
including but not
limited to, the term and any termination provisions and the identity
of the customers, and
file the agreements as exhibits to the registration statement.
We may be unable to build and maintain successful relationships with our
channel partners...,
page 66
9. Please disclose the percentage of your revenue generated by sales
through your channel
partners for each of the periods covered by your financial statements.
Tell us if any
channel partner accounted for more than 10% of your revenue in any
period.
Risks Related to KludeIn and the Business Combination, page 69
10. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
KludeIn identified a material weakness in its internal control over financial
reporting as of
December 31, 2021..., page 81
11. Please revise to address the specific remediation measures you have
taken, to date, and
those you still plan to take to address the material weakness your
internal control over
financial reporting. Also, disclose when you expect to fully remediate
these weaknesses
and any material costs incurred as part of your remediation plan, to
date.
Background of the Business Combination, page 112
12. Please revise your discussion to explain the reasons why KludeIn did
not pursue the PIPE
financing, as well as the rationale for entering into the common stock
purchase agreement
with CF Principal Investments LLC.
13. We note that KludeIn's charter included a waiver of the corporate
opportunities doctrine.
Please address this potential conflict of interest and whether it
impacted your search for an
acquisition target.
Certain Projected Financial Information, page 123
14. We note your reference to the financial projections reflecting
numerous estimates and
assumptions with respect to general business, economic, regulatory,
market and financial
conditions and other future events, as well as matters specific to
Near s business. Please
supplement your disclosure here by disclosing all material assumptions
used as a basis for
the financial projections, including quantified disclosure of any
macroeconomic
assumptions and estimates related to the four revenue streams
anticipated by Near.
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
August 3, 2022
Page 4
Unaudited Pro Forma Condensed Combined Financial Information
Anticipated Accounting Treatment, page 163
15. You state here that board of directors of the post-combination company
will consist of
five members; however, elsewhere throughout the filing you refer to a
seven member
board. Please advise or revise.
Basis of Pro Forma Presentation, page 164
16. You state that assuming 7,760,959 shares are redeemed, KludeIn
stockholders will own
approximately 19.3% of the outstanding combined company shares.
However, based on
the chart shown here it appears that they will own 17.3%. Please
revise or advise.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2021, page 167
17. The Near pro forma net loss shown here does not agree with the pro
forma net loss
disclosed on page F-63. Please revise or advise.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4. Net Income (Loss) per Share, page 170
18. Please revise here to include a discussion of the potential impact on
net income (loss) per
share should New Near exercise their rights under the Common Stock
Purchase
Agreement. Refer to Article 11-01(a)(8) of Regulation S-X.
Information About Near, page 189
19. We note your reference to net revenue retention rate (NRR), which you
disclose as being
both 133% and 120% as of December 31, 2021. Please revise to clarify
NRR as of
December 31, 2021 and disclose this rate for each period presented.
Also, tell us whether
you consider NNR to be a key performance measure used by management.
In this regard,
you state that your business depends on your current customers
renewing their licenses
and purchasing additional licenses from you. Alternatively, tell us
what measure(s)
management uses to monitor your ability to retain and grow existing
customers and
include a quantified discussion of such measure(s) in your MD&A
disclosures. Refer to
SEC Release No. 33-10751.
20. We also note your reference to average annual recurring revenue
generated by your
enterprise customers. Please tell us whether you consider average annual
recurring
FirstName LastNameMini Krishnamoorthy
revenue per customer or revenue per customer to be a key performance
measure used by
Comapany NameKludeIn
management. If so,I please
Acquisition
reviseCorp.
to disclose this measure for each
period presented and
Augustprovide
3, 2022aPage
discussion
4 of any significant fluctuations from period to
period.
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21. You refer to both 1.6 billion "unique user IDs" and 1.6 billion "data
points" across 70
million places in 44 countries. To the extent these disclosures are
referring to the same
population, please revise to use consistent references throughout the
filing and define the
appropriate term.
22. We note your disclosure that you believe the market opportunity for
the Near Platform
was approximately $23 billion in 2021. Please disclose the method by
which you
calculated Near's market opportunity, including any underlying
assumptions and
limitations.
Our Growth Strategies, page 193
23. Revise to provide more information about your plan to execute on an
organized strategy
for cross-selling within Near accounts, including the time frame and
anticipated costs.
Additionally, with a view toward additional disclosure, please tell us
whether management
uses any metrics for tracking this "land-and-expand" model.
Customers, page 195
24. Please disclose the number of your customers for each period included
in the financial
statements, breaking out the number of revenue-generating customers
from non-revenue
generating customers. Also, define "enterprise clients" and disclose
how many customers
fall into this category in each financial period. Also, tell us
whether you consider number
of customers to be a key performance measure used by management. If
so, please revise to
provide a quantified discussion of any significant fluctuations from
period to period in
your MD&A disclosures.
Revenue Model, page 195
25. Please disclose if Near's products are free to customers during the
trial period. If so,
disclose the number of trial customers that become paying customers
for each period.
Disclose the average length of the trial period. To the extent you
charge a fee during the
trial period, tell us the amount of revenue recognized from such
arrangements for each
period presented.
Facilities, page 200
26. Please file your material lease agreements as exhibits to your
registration statement. Refer
to Item 601(b)(10)(ii)(D) of Regulation S-K.
Management's Discussion and Analysis and Results of Operations of Near
Results of Operations
Revenue, page 206
27. Please revise to quantify the increase in revenue growth attributable
to new versus existing
customers. Refer to Section III.D of SEC Release No. 33-6835.
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Liquidity and Capital Resources, page 208
28. You state on page 209 that upon consummation of the business
combination, Near expects
cash resources to be sufficient to fund current operations for at
least the next 12-months.
Please revise to either state that your current liquidity and capital
resources will allow you
to operate for the next 12-months or disclose the date through which
you estimate your
current liquidity and financial resources will allow you to operate.
If your current
liquidity and capital resources will not cover your operations for the
next 12-months, and
given their history of net losses and negative operating cash flows,
please tell us how
management considered the guidance in ASC 205-40-50 regarding
evaluating conditions
and events that may raise substantial doubt about Near's ability to
continue as a going
concern and revise to include applicable disclosure, as appropriate.
Executive and Director Compensation
Near, page 234
29. For each of Near's directors and executive officers who will serve as
a director or an
executive officer of the surviving company, please disclose the
compensation paid to
them in Near's last completed fiscal year. Refer to Item 18(a)(7) of
Form S-4.
Near Pte. Ltd. and Subsidiaries Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
q) Revenue Recognition, page F-58
30. You state on page 203 that you bill customers upfront for the license
fee. Please explain
what you mean by a license to the platform. In addition, explain
further your statement
that if a customer buys a license with a firm number of
deliverables, once the
deliverables have been used they can no longer run reports on the
system. Clarify
whether your arrangements contain a license to intellectual property
or access to your
platform and services, and revise your disclosures as necessary. Refer
to ASC 606-10-55-
54(a).
31. We note that most of your contracts are cancellable over the
contractual term. Please
revise to clarify whether you charge any penalties for early
termination or whether the
customer is entitled to any refund or partial refund upon
cancellation.
32. We note that your pricing model includes a license fee for use of the
platform as well as
fees for committed spends of a certain dollar value on advertising,
which are offered on a
tiered pricing model. Please revise here to address how revenue is
recognized for each
product and service, including the Allspark advertising services
discussed on page 203. If
you offer contracts that contain multiple performance obligations,
such as access to the
Near Platform as well as advertising spend, disclose the information
required by ASC
606-10-50-20.
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Note 20 - Revenue, page F-78
33. We note subscription-based revenue represents approximately 83% of
total revenue in
2021 and the remainder appears to be generated from the sale of
operational products on a
on a fixed-fee basis. Please revise Note 2 to include a discussion of
your revenue policy
for such fixed-fee arrangements. Also, revise here to separately
disclose the amount of
revenue generated from your over-time subscription-based contracts and
your point-in-
time fixed-fee arrangements. Refer to ASC 606-10-50-5.
General
34. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, revise your risk
factor on page 70 to
address how these circumstances could impact your ability to complete
your initial
business combination. Further, disclose that the time necessary for
government review of
the transaction or a decision to prohibit the transaction could
prevent you from completing
an initial business combination and require you to liquidate. Disclose
the consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3407 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Joshua Shainess, Legal Branch Chief, at
(202) 551-7951
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology