KLUN I Item 1.01 Entry Into a Material Definitive Agreement.
Merger Agreement
This section describes the material provisions of the Merger Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy which is filed as Exhibit 2.1 to this Current Report on Form 8-K. Stockholders and other interested parties are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Business Combination (as defined below).
General Terms and Effects; Merger Consideration
On
Near, a global leader in privacy-led data intelligence, curates one of the
world's largest sources of intelligence on people, places and products. Near
processes data from over 1.6 billion unique user IDs, in over 70 million places
across 44 countries to empower marketing and operational data leaders to
confidently reach, understand and market to consumers and optimize their
business results. Near has offices in
Pursuant to the Merger Agreement, subject to the terms and conditions set forth
therein, immediately prior to the consummation (the "Closing") of the
transactions contemplated by the Merger Agreement (the "Business Combination"),
(i) Merger Sub 1 and Near will consummate the first merger (the "First Merger"),
pursuant to which Merger Sub 1 will be merged with and into Near, with Near
continuing as the surviving corporation and a wholly owned subsidiary of
KludeIn, as a result of which all of the issued and outstanding capital stock of
Near will no longer be outstanding and will automatically be cancelled and will
cease to exist in exchange for the right to receive the Merger Consideration,
and (ii) Near, as the surviving corporation and a wholly owned subsidiary of
KludeIn after the First Merger, will merge with and into Merger Sub 2, with
Merger Sub 2 continuing as the surviving entity (the "Second Merger" and,
together with the First Merger, the "Mergers"), as a result of which all of the
issued and outstanding capital stock of Near will no longer be outstanding and
will automatically be cancelled and will cease to exist and each membership
interest of Merger Sub 2 will remain outstanding as a membership interest of the
surviving entity. Following the Business Combination, KludeIn will change its
name to "Near
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The KludeIn securities (the "Merger Consideration") payable to Near security
holders from KludeIn at the effective time of the First Merger (the "First
Effective Time") will have an aggregate value equal to, without duplication, (i)
the Company Base Value (as defined below), (ii) minus (or plus, if negative),
the Closing Net Debt, (iii) (x) plus, in the event that the Closing Net Working
Capital Amount exceeds the Target Net Working Capital Amount, the difference
between the Closing Net Working Capital Amount and the Target Net Working
Capital Amount, or (y) minus, in the event that the Closing Net Working Capital
Amount is less than the Target Net Working Capital Amount, the difference
between the Closing Net Working Capital Amount and the Target Net Working
Capital Amount, and (iv) minus the amount of any unpaid Company Transaction
Expenses. For purposes of the Merger Agreement, "Company Base Value" is an
amount equal to
The Merger Consideration to be paid to the Near security holders will be paid
solely by the delivery of new KludeIn securities in accordance with the
Conversion Ratio specified in the Merger Agreement. In accordance with the terms
and subject to the conditions of the Merger Agreement, at the First Effective
Time (i) each share of Near's common stock outstanding as of immediately prior
to the First Effective Time will be converted into a right to receive a number
of shares of KludeIn Class A common stock ("Purchaser Class A Common Stock")
(with each valued at
Near Reorganization
Prior to the Transactions,
Representations and Warranties
The Merger Agreement contains customary representations and warranties made by each of Near and KludeIn as of the date of the Merger Agreement or other specified dates, in each case relating to, among other things, organization and qualification, governing documents, capitalization, authority, no conflicts and absence of litigation. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. As used in the Merger Agreement, "Material Adverse Effect" means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder, in each case, subject to certain customary exceptions.
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No Survival
The representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party's breach. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed in accordance with their terms.
Covenants of the Parties
Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing and to comply as promptly as practicable with all requirements of governmental authorities applicable to the transactions contemplated by the Merger Agreement. The Merger Agreement also contains, subject to certain exceptions, certain customary covenants by each of the parties during the period from the date of the Merger Agreement and continuing . . .
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto is the investor presentation dated
The foregoing information (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
KludeIn and Near will file relevant materials with the
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Forward-Looking Statements
This report contains, and certain oral statements made by representatives of
KludeIn and Near and their respective affiliates, from time to time may contain,
"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, the satisfaction of the closing conditions to the
Business Combination, the future held by the respective management teams of
KludeIn or Near, the pre-money valuation of Near (which is subject to certain
inputs that may change prior to the Closing of the Business Combination and is
subject to adjustment after the Closing of the Business Combination ), the level
of redemptions of KludeIn's public stockholders and the timing of the Closing of
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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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofMay 18, 2022 , by and amongKludeIn I Acquisition Corp. , Paas Merger Sub 1 Inc., Paas Merger Sub 2 LLC andNear Intelligence Holdings Inc. 10.1 Form of Company Stockholder Support Agreement, dated as ofMay 18, 2022 , by and amongKludeIn I Acquisition Corp. ,Near Intelligence Holdings Inc. and each ofNear Pte. Ltd. and certain shareholders ofNear Pte. Ltd. 10.2 Form of Sponsor Support Agreement, dated as ofMay 18, 2022 , by and betweenKludeIn I Acquisition Corp. ,Near Intelligence Holdings Inc. andKludeIn Prime LLC . 10.3 Form of Lock-Up Agreement, effective as ofMay 18, 2022 , by and amongKludeIn I Acquisition Corp. and each of shareholders ofNear Pte. Ltd. (who will become stockholders ofNear Intelligence Holdings Inc. after the Reorganization) and certain senior officers ofNear Intelligence Holdings Inc. 10.4 Form of Non-Competition and Non-Solicitation Agreement, effective as ofMay 18, 2022 , by and amongKludeIn I Acquisition Corp. ,Near Intelligence Holdings Inc. and certain individuals party thereto. 10.5 Form of Amended and Restated Registration Rights Agreement by and betweenKludeIn I Acquisition Corp. and the other parties thereto. 10.6 Common Stock Purchase Agreement, dated as ofMay 18, 2022 , by and betweenKludeIn I Acquisition Corp. andCF Principal Investments LLC . 10.7 Registration Rights Agreement, dated as ofMay 18, 2022 , by and betweenKludeIn I Acquisition Corp. andCF Principal Investments LLC . 99.1 Press Release, datedMay 19, 2022 . 99.2 Investor Presentation, datedMay 19, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The exhibits, schedules or similar attachments to this Exhibit have been
omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant
agrees to furnish supplementally to the
schedules or similar attachments upon its request.
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