Near Intelligence, Inc. executed a ltetter of intent to acquire KludeIn I Acquisition Corp. (NasdaqCM:INKA) from KludeIn Prime LLC and others for approximately $580 million in a reverse merger transaction on August 26, 2021. Near Intelligence, Inc. entered into a definitive agreement to acquire KludeIn I Acquisition Corp. (NasdaqCM:INKA) from KludeIn Prime LLC and others for approximately $580 million in a reverse merger transaction on May 18, 2022. Near would have a post-transaction pro-forma market capitalization of nearly $1 billion, assuming there are no redemptions by KludeIn's public stockholders and a successful private placement of $95 million of KludeIn common stock. As of December 23, 2022, The Second Amendment to Merger Agreement revises the Merger Agreement to reduce the Company Base Value from $675 million, plus the aggregate amount of proceeds of the Permitted Equity Financing (if any), to $575 million, plus the aggregate amount of proceeds of the Permitted Equity Financing (if any). The current Near shareholders are expected to own approximately 68% stake in the combined company. In addition, Near and KludeIn have executed a $100 million committed equity financing facility with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald L.P. Upon closing, the combined Company is expected to be named “Near Intelligence Holdings, Inc." and its common stock is expected to trade on The Nasdaq Stock Market under the ticker symbols “NIR” and “NIRW,” respectively, on March 23, 2023. Post closing, KludeIn's Board of Directors shall consist of seven directors, including two Directors designated by Near prior to the Closing, two directors designated by KludeIn prior to the Closing and three directors who are independent under Nasdaq rules that are mutually agreed by Near and KludeIn prior to the Closing. As of November 3, 2022, 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 The Nasdaq Stock Market that are mutually agreed by the Company and Near prior to the Closing. The transaction is subject to conditions, including approval of the stockholders of KludeIn and Near, approvals of, or completion of any filings required to be made with, any governmental authorities, at least equal to $95 million less the aggregate amount of proceeds of any Permitted Equity Financing and any Permitted Debt, the members of the post-Closing Board of Directors of KludeIn having been elected or appointed as of the closing and the Registration Statement having been declared effective by the SEC. The Board of Near and KludeIn has approved the transaction. The Second Amendment to Merger Agreement extends the Outside Date from January 11, 2023 to April 11, 2023. The deal is expected to be consummated on or about March 22, 2023. The transaction is expected to generate $268 million of gross proceeds for Near. On January 17, 2023, KludeIn I Acquisition Corp. and Near entered into that certain Amendment No. 3 to agreement that the minimum cash condition to Closing was revised such that, upon the Closing, the KludeIn 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 $95,000,000

Tamar Donikyan, Daniel Dusek and Joseph Raymond Casey of Kirkland & Ellis LLP is serving as legal advisor to Near. Cantor Fitzgerald & Co. is serving as capital markets advisor to KludeIn and Douglas S. Ellenoff and Matthew A. Gray of Ellenoff Grossman & Schole LLP is serving as legal advisor to KludeIn. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as proxy solicitor to KludeIn I Acquisition Corp. KludeIn I Acquisition Corp. agreed to pay Morrow & Co., LLC a fee of $20,000. Duff & Phelps, LLC acted as financial advisor and fairness opinion provider with a service fee of $475,000 to KludeIn I Acquisition Corp. Cantor Fitzgerald & Co. acted as due diligence provider to KludeIn I Acquisition Corp.

Near Intelligence, Inc. completed the acquisition of KludeIn I Acquisition Corp. (NasdaqCM:INKA) from KludeIn Prime LLC and others in a reverse merger transaction on March 23, 2023.