KLUN I Item 1.01 Entry into a Material Definitive Agreement.
On
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, or (b) the date of liquidation of KludeIn.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Promissory Note, issued toNear Intelligence Holdings, Inc. , datedNovember 18, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
Additional Information and Where to Find It
In connection with the Merger Agreement and the proposed Business Combination,
KludeIn filed with the
Forward-Looking Statements
This report contains, "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. KludeIn's and Near's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
"anticipate," "believe," "budget," "continues," "could," "expect," "estimate,"
"forecast," "future," "intend," "may," "might," "strategy," "opportunity,"
"plan," "possible," "potential," "project," "will," "should," "predicts,"
"scales," "representative of," "valuation," and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements
include, without limitation, KludeIn's and Near's expectations with respect to
future performance of Near, anticipated financial impacts of the Business
Combination (including future revenue, pro forma enterprise value and cash
balance), the anticipated addressable market for Near and the satisfaction of
the closing conditions to the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are
outside the control of KludeIn and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) the inability of KludeIn to obtain transaction
financing between the date of the Merger Agreement and the Closing, or a default
by one or more of investors on its commitment in connection with any financing,
and KludeIn's failure to find replacement financing; (3) the inability to
consummate the Business Combination in a timely manner or at all, including due
to failure to obtain approval of the stockholders of KludeIn or other conditions
to the Closing in the Merger Agreement, which may adversely affect the price of
KludeIn's securities; (4) delays in obtaining or the inability to obtain any
necessary regulatory approvals required to complete the Business Combination;
(5) the risk that the Business Combination may not be completed by KludeIn's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by KludeIn; (6) the ability to
maintain the listing of KludeIn's securities on a national securities exchange;
(7) the inability to obtain or maintain the listing of KludeIn's securities on
Nasdaq following the Business Combination; (8) the risk that the Business
Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (9) the ability to
recognize the anticipated benefits of the Business Combination and to achieve
its commercialization and development plans, and identify and realize additional
opportunities, which may be affected by, among other things, competition, the
ability of Near to grow and manage growth economically and hire and retain key
employees; (10) costs related to the Business Combination; (11) changes in
applicable laws or regulations, and Near's ability to comply with such laws and
regulations; (12) the effect of the COVID-19 pandemic on KludeIn or Near and
their ability to consummate the Business Combination; (13) the outcome of any
legal proceedings that may be instituted against Near or against KludeIn related
to the Merger Agreement or the Business Combination; (14) the enforceability of
Near's intellectual property, including its patents and the potential
infringement on the intellectual property rights of others; (15) the risk of
downturns in the highly competitive industry in which Near operates; (16) the
possibility that KludeIn or Near may be adversely affected by other economic,
business, and/or competitive factors; and (17) other risks and uncertainties to
be identified in the Registration Statement (when available) relating to the
Business Combination, including those under "Risk Factors" therein, and in other
filings with the
Participants in the Solicitation
KludeIn,
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or a valid exemption from registration thereunder.
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