United States securities and exchange commission logo
December 9, 2022
Mini Krishnamoorthy
Chief Financial Officer
KludeIn I Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re: KludeIn I
Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed December 1,
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
November 21, 2022 letter.
Amendment No. 4 to Form S-4 filed December 1, 2022
Basis of Presentation and Glossary, page 2
1. We note your response
to prior comments 1 and 2. Please explain what the $71.0 million
of Permitted Debt
represents and how this relates, if at all, to the $100.0 million Financing
Agreement. Provide us
with the calculations that support the $24.0 million required
minimum cash referenced
in your response, as well as the calculations that support how
the $21.8 million pro
forma cash balance under the maximum redemption scenario meets
the minimum cash
requirement.
Mini Krishnamoorthy
FirstName LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany9,
December NameKludeIn
2022 I Acquisition Corp.
December
Page 2 9, 2022 Page 2
FirstName LastName
Extensions, page 15
2. Please revise to provide appropriate context explaining the Near
Extension Note and why
Near agreed to make the final two payments of the Extension Funds
instead of the
Sponsor. Discuss the impetus for this change and disclose any related
conflicts of interest.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 50
3. You state here that should the NTA Proposal not be approved, KludeIn
would not be
permitted to proceed with the business combination. However, we note
disclosure
elsewhere, such as on page 33, which states if the NTA Proposal is not
approved KludeIn
will only redeem public shares if their net tangible asset value is at
least $5,000,001.
Please revise throughout the filing to consistently disclose whether
or not the business
combination will occur if the NTA Proposal is not approved.
Risk Factors
KludeIn identified a material weakness in its internal control over financial
reporting. If KludeIn
is unable to..., page 89
4. You state here that you believe the newly implemented and enhanced
controls are
operating effectively as of the date of this filing. However, we note
from disclosure in
Item 4 of your September 30, 2022 Form 10-Q that disclosure controls
and procedures
were not effective as of that date. Please explain this apparent
inconsistency or revise, as
necessary.
The NTA Proposal
Reasons for the Amendments, page 105
5. We note that you are now asking KludeIn stockholders to adopt
amendments to the
Existing Charter that would allow KludeIn to consummate the business
combination even
if KludeIn will have less than $5,000,001 in net tangible assets.
Explain why you are
asking stockholders to vote on this proposal now, as opposed to at an
earlier time.
Additionally, provide a discussion of the related risks for investors
and the post-business
combination company here and in the risk factors section. Lastly,
identify the provisions
that KludeIn is relying on in determining that the ordinary shares are
not at risk of being
deemed a penny stock under Exchange Act Rule 3a51-1.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
September 30, 2022, page 186
6. Please revise pro forma footnote (6) to discuss separately the note
payable due to the
Sponsor and the note payable due to Near and any transactions related
to each.
Mini Krishnamoorthy
FirstName LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany9,
December NameKludeIn
2022 I Acquisition Corp.
December
Page 3 9, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, Near
Key Performance Metric - Net Revenue Retention, page 226
7. We note your revised disclosure and response to prior comment 5.
However, you
continue to refer to this metric as net revenue retention and not pro
forma net revenue
retention elsewhere throughout the filing, for example on pages 22,
134, 140, 217, etc.
Please revise throughout the filing to consistently refer to this
measure as pro forma net
revenue retention.
KludeIn I Acquisition Corp.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 10 - Subsequent Events, page F-52
8. We note that KludeIn and Near entered into a Note Extension Agreement
on November
23, 2022 for $686,690. Please revise here to disclose this
information, including the
amount outstanding under this Agreement.
9. Please tell whether any additional redeemable common shares have been
redeemed since
September 30, 2022. If so, tell us how such redemptions are reflected
in your pro forma
financial statements, and also consider disclosing information about
the redemptions here,
if material.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 22. Commitments and Contingencies, page F-128
10. Please tell us your consideration to include a discussion in your
financial statement
footnotes about the Near GmbH patent infringement matter that began in
July 2022. In
this regard, address whether there is at least a reasonable
possibility that a loss or an
additional loss may have been incurred, and whether you are able to
reasonably estimate
the loss or range of loss. Refer to ASC 450-20-50-4.
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
cc: Benjamin S. Reichel