United States securities and exchange commission logo
October 3, 2022
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re: KludeIn I
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 9,
2022
File No. 333-265952
Dear Mini Krishnamoorthy:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 3, 2022 letter.
Amendment No. 1 to Form S-4 filed September 9, 2022
Summary of the Proxy Statement/Prospectus
Organizational Structure, page 11
1. We note your disclosure
on page 12 of the post-transaction ownership percentages under
both a no redemption
and a maximum contractual redemption scenario. Your footnotes to
this table state the
maximum redemption scenario assumes 916,765 shares are redeemed
for a payment of $9.2
million. However, elsewhere in the filing you state the maximum
redemption scenario
assumes 1,002,575 shares are redeemed for a payment of $10.1
million. Please revise
or advise.
Mini Krishnamoorthy
FirstName LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October NameKludeIn I Acquisition Corp.
3, 2022
October
Page 2 3, 2022 Page 2
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Interests of KludeIns Directors and Officers and Others in the Business
Combination, page 22
2. Please describe with specificity the services that the IPO
Underwriters are providing to the
parties in connection with the Business Combination.
Risk Factors
We have significant customer concentration..., page 66
3. We note your response to prior comment 8. Please advise us whether
Near's Channel
Partner Agreement with its largest customer is a material agreement on
which Near is
substantially dependent. Refer to Item 601(b)(10)(ii)(b) of Regulation
S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Anticipated Accounting Treatment, page 167
4. We note you revised your disclosures in response to prior comment 15
to now indicate
throughout the filing that the board of directors of the
post-combination company will
consist of five (5) members. Please reconcile this disclosure with
Article 5.17 of the
Agreement and Plan of Merger found in Annex A, which refers to a seven
(7) member
board following the merger.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2021, page 171
5. We note your response to prior comment 17. However, it is unclear what
revisions you
made as the Near Pro Forma net loss here still does not agree to the
disclosure on page F-
69. Please revise as previously requested.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of
Operations,
page 174
6. Please revise footnote (2) to refer to the pro forma balance sheet
adjustment in Entry #2(4)
rather than #2(3) as currently disclosed.
Note 4. Net Income/(Loss) per Share, page 175
7. We note your revised disclosures in response to prior comment 18.
Please also revise here
to address how the execution of this agreement might impact pro forma
net income (loss)
per share.
Information About Near
Overview, page 193
8. We note your revised disclosures and response to prior comment 21,
including the
additional disclosure that Near tracks information from 2.6 billion
unique devices.
Mini Krishnamoorthy
KludeIn I Acquisition Corp.
October 3, 2022
Page 3
However, your current disclosure does not appear to address how you
calculate the 1.6
billion unique user IDs and the 70 million points of interest. Please
revise to clearly
explain how you calculate and track these two measures. Please ensure
your disclosures
address how you determine that each user ID is truly unique and define
what is meant by
"points of interest." Additionally, we note the disclosure on page
F-43 continues to refer
to "70 million places." Please revise accordingly.
Our Growth Strategies, page 198
9. We note your revised disclosure and response to prior comment 24. We
also note your
disclosure here that your customer base grew by 56% over the last five
quarters; your
disclosure on page 209 that you have over 300 customers as of December
31, 2021 (more
than doubling since 2020); and your disclosures elsewhere that you
continue to highlight
both acquiring and expanding your customer base as key elements to
your growth
strategy. Please revise to disclose total customer count for each
period presented in order
to add more context and clarity to these disclosures.
Customers, page 199
10. We note your revised disclosures and response to prior comment 32.
However, we note
that you continue to refer to Allspark as an "advertising product" on
page 200 and you
continue to discuss how customers can pay a "committed spend" for
advertising that is
based on "tiered pricing" on pages 202 and 209. As your response
indicates that you
charge customers only a singular fee for a subscription to the Near
platform, please revise
throughout this filing to clarify whether or not you charge customers
based on
a tiered pricing model. Additionally, revise throughout to
consistently refer to your
Allspark product, and any other similar products, as market
intelligence products rather
than advertising products since you do not appear to offer advertising
services.
Management's Discussion and Analysis and Results of Operations of Near
Key Performance Metric - Net Revenue Retention, page 208
11. We note your revised disclosures and response to prior comment 19.
Please further revise
to disclose the net revenue retention rate for each corresponding
prior year period, such as
of December 31, 2020 and June 30, 2021, for comparative purposes.
Near Intelligence Holdings Inc. and Subsidiaries
Note 2. Summary of significant accounting policies
q) Revenue recognition, page F-63
12. We note your revised disclosures and response to prior comment 30.
However, we note
FirstName LastNameMini Krishnamoorthy
that you continue to refer to customers purchasing a "license" and/or a
"firm number of
Comapany NameKludeIn
deliverables" I Acquisition
elsewhere Corp.
in the filing, such as on pages 198, 202 and
209. Please revise
Octoberthroughout the 3filing to consistently refer to your subscription
revenue offerings.
3, 2022 Page
FirstName LastName
Mini Krishnamoorthy
FirstName LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October NameKludeIn I Acquisition Corp.
3, 2022
October
Page 4 3, 2022 Page 4
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13. We note the cross-reference to Note 17 in the sale of operational
products discussion on
page F-65. It appears that you may have intended to reference the
revenue footnote (Note
20). We note a similar cross-reference in your disclosure on page 221.
Please revise or
advise.
Note 20. Revenue, page F-85
14. We note your response and revised disclosures to prior comment 8. You
previously
disclosed that you had two significant customers as of December 31,
2021 that
represented 29.5% and 16.7% of total revenue, respectively. However,
your disclosure
here and on page 66 now refer to only one customer as of December 31,
2021 who
represented 29.5% of total revenue. Please explain the change from
your previous
disclosures. In this regard, we note that as of June 30, 2022, two
customers now
individually represent 30.5% and 16.4% of total revenues. Further,
revise the risk factor
disclosure noted herein to also refer to the customer that comprised
16.4% of your total
revenue, to date, in fiscal 2022.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements Unaudited
Note 10. Borrowings, page F-111
15. We note you modified certain terms of the Harbert loan in April 2022.
Please tell us how
you considered the guidance in ASC 470-50-40-6 in determining that
this did
not qualify as a debt extinguishment.
Note 12. Employee Stock Option Plan 2014 ("ESOP 2014")
2022 Employee Restricted Stock Unit Plan ("RSU Plan"), page F-115
16. You state that the estimated fair value for the RSUs granted on May
12, 2022 was based
on the fair value of Near's common stock assuming an implied equity
value in the Merger
Transaction of approximately $675 million. Please provide us with the
calculations that
support the $1,397.51 per share valuation of the RSUs based on the
$675 million
valuation, and explain any difference between the per share valuation
used and such
calculations.
Exhibits
17. Please revise to provide an updated auditor consent from KNAV PA for
the UberMedia,
Inc. financial statements included within this filing.
Mini Krishnamoorthy
FirstName LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October NameKludeIn I Acquisition Corp.
3, 2022
October
Page 5 3, 2022 Page 5
FirstName LastName
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 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