Item 1.01 Entry into a Material Definitive Agreement.
On
As previously disclosed by the Company, pursuant to the Merger Agreement,
subject to the terms and conditions set forth therein, immediately prior to the
consummation of the transactions contemplated by the Merger Agreement (the
"Closing"), (i) Merger Sub 1 will merge with and into Near, with Near surviving
the merger as a wholly-owned subsidiary of the Company (the "First Merger"), and
(ii) immediately following the First Merger, Near, as the surviving entity of
the First Merger, will merge with and into Merger Sub 2, with Merger Sub 2 being
the surviving entity (the "Second Merger" and, together with the First Merger,
the "Mergers"). The Mergers and the other transactions contemplated by the
Merger Agreement are collectively referred to herein as the "Transaction". In
connection with the Transaction, among other things, the Company will change its
corporate name to "Near
Amendment to Merger Agreement
The Amendment revises certain provisions of the Merger Agreement to reduce the
size of the board of directors of the Company following the Closing from seven
directors to five directors, with one director to be designated by the Company,
one director to be designated by Near, and three directors who are independent
under the rules of
In addition, the Amendment revises provisions of the Merger Agreement relating
to Near's ability to incur additional indebtedness prior to the Closing and to
amounts that will be counted toward the minimum cash condition to Closing.
Specifically, the definition of "Permitted Debt" was expanded to include, among
other things, any currently existing indebtedness of Near as well as up to
Pursuant to the Amendment, 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 its 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
Other than as expressly modified pursuant to the Amendment, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company with the
1 Item 8.01. Other Events.
On
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%) or the Reference Rate, plus 8.75%, as the case may be. Borrowings under
the Financing Agreement are scheduled to mature on
Under the terms of the Financing Agreement, Near established a controlled
account (the "Specified Account") into which
Near is required to pay customary fees and costs in connection with the
Financing Agreement, including a commitment fee in an amount equal to 3.00% of
the aggregate Term Loan Commitments on the Effective Date, a
The Financing Agreement requires that the Loan Parties and their subsidiaries make mandatory prepayments, subject to certain reinvestment rights and certain exceptions, with the proceeds of asset dispositions, events of loss, other Extraordinary Receipts and Indebtedness that is not permitted by the Financing Agreement. In addition, subject to certain exceptions, repayments of the Financing Agreement will be subject to early termination fees in an amount equal to (a) a make-whole amount equal to the amount of interest that would have otherwise been payable through the first anniversary of the Effective Date of the Financing Agreement, plus 3.0% of the principal amount of term loans repaid, if repayment occurs on or prior to the first anniversary of the Effective Date, (b) 2.0% of the principal amount of term loans prepaid, if repayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date and (c) 0.0%, thereafter.
The Financing Agreement contains customary representations, warranties, events of default and covenants by the Loan Parties and their subsidiaries, subject to customary materiality, material adverse effect and knowledge qualifiers. The Financing Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on the Loan Parties and their subsidiaries, (b) certain negative covenants that generally limit, subject to various exceptions, the Loan Parties and their subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, (c) financial maintenance covenants in the form of a maximum leverage ratio and minimum liquidity, (d) customary events of default for financings of this type and (e) cash management and anti-cash hoarding obligations. Obligations under the Financing Agreement may be declared due and payable upon the occurrence and during the continuance of customary events of default.
2
In connection with the Financing Agreement, Near granted warrants to affiliates
of the Lenders to purchase fully paid and non-assessable shares of common stock
(the "Blue Torch Warrants"), which are exercisable for an aggregate of 9,660
shares of Near's common stock, currently representing 2% of Near's fully diluted
capitalization, with a per share exercise price of
The foregoing summaries of the Financing Agreement and the Blue Torch Warrants do not purport to be complete and are qualified in their entirety by the full text of the Financing Agreement (a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference) and the Form of Blue Torch Warrants (a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference), respectively.
The Financing Agreement, the Blue Torch Warrants and the related Loan Documents contain representations and warranties by each of the parties thereto, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Financing Agreement, the Blue Torch Warrants and the related Loan Documents were made solely for the benefit of the parties to such agreements; are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules; may have been made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts; and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Near, the Company or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofNovember 3, 2022 , by and amongKludeIn I Acquisition Corp. , Paas Merger Sub 1 Inc., Paas Merger Sub 2 LLC andNear Intelligence Holdings Inc. 99.1 Financing Agreement, dated as ofNovember 4, 2022 , by and among NearIntelligence Holdings, Inc. , the Guarantors, the Lenders, andBlue Torch Finance LLC . 99.2 Form of Warrant Certificate. 99.3 Press Release, datedNovember 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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