RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Transaction Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, New Near’s business, financial condition and results of operations. If any of the events described below occur, New Near’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of New Near’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of KludeIn and Near.

Risks Related to Near’s Business and Industry and New Near Following the Business Combination

Unless the context otherwise requires, references to “we,” “us” and “our” in this subsection generally refer to Near in the present tense and New Near from and after consummation of the Business Combination.

We have a limited operating history and have been growing rapidly over the last several years, which makes it difficult to forecast our future results of operations and increases the risk of your investment.

As a result of our limited operating history and our rapid growth over the last several years, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to effectively plan for and model future growth.

Our revenue growth rate may decline over time. In future periods, our growth could slow or our revenue could decline for a number of reasons, including slowing demand for the Near Platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to manage our growth effectively or continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the other risks and uncertainties described in this proxy statement/prospectus. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our financial condition and results of operations could differ materially from our expectations, and our business could be materially adversely affected.

We expect fluctuations in our financial results, making it difficult to project future results. If we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, other factors that may cause our results of operations to fluctuate include:

•        fluctuations in demand for the Near Platform, including as a result of our introduction of new products, features, and functionality;

•        our ability to attract new customers;

•        our ability to retain existing customers;

•        customer expansion rates;

•        investments in new products, features, and functionality;

•        the timing of our customers’ purchases;

•        awareness of our brand on a global basis;

•        fluctuations or delays in purchasing decisions in anticipation of new products, features, or functionality developed or acquired by us or our competitors;

•        changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;

•        our ability to control costs, including our operating expenses;

•        the amount and timing of costs associated with our cloud computing infrastructure, particularly the cloud services provided by Amazon Web Services (“AWS”);

•        the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses;

•        the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;

•        the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees;

•        the ability to identify and complete potential merger and/or acquisition opportunities;

•        the effects of potential mergers, acquisitions, and their integration;

•        general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, and related difficulties in collections;

•        health epidemics or pandemics, such as the COVID-19 pandemic;

•        the impact of new accounting pronouncements;

•        changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance, particularly with respect to compliance with evolving privacy and data protection laws and regulations;

•        the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in jurisdictions with differing tax rates, the effects of stock-based compensation, and the effects of changes in our business;

•        the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

•        fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

•        changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

•        significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of the Near Platform.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

We have a history of losses. As our costs increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have experienced net losses in each period since inception. We generated net losses of $21.05 million and $24.24 million for the fiscal years ended December 31, 2021 and 2020, respectively, and $83.45 million and $11.48 million for the nine months ended September 30, 2022 and 2021, respectively. As of December 31, 2021 and September 30, 2022, we had an accumulated deficit of $136.37 million and $220.02 million, respectively. We expect our costs and expenses to increase in future periods. In particular, we intend to continue to invest significant resources in:

•        the continued development of the Near Platform, including investments in our research and development team, the development or acquisition of new products, features, and functionality, and improvements to the scalability, availability, and security of our platform;

•        our technology infrastructure, including enhancements to our network operations and infrastructure, and hiring of additional employees;

•        sales and marketing;

•        additional international expansion, in an effort to increase our sales; and

•        general administration, including legal, accounting, and other expenses.

In addition, part of our business strategy is to focus on our long-term growth. As a result, our profitability may be lower in the near-term than it would be if our strategy were to maximize short-term profitability. Significant expenditures on sales and marketing efforts, expanding our platform, products, features, and functionality, and expanding our research and development, each of which we intend to continue to invest in, may not ultimately grow our business or cause long-term profitability. If we are ultimately unable to achieve profitability at the level anticipated by industry or financial analysts and our stockholders, our stock price may decline.

Our efforts to grow our business may be costlier than we expect, or our revenue growth rate may be slower than we expect, and we may not be able to increase our revenue enough to offset the increase in operating expenses resulting from these investments. If we are unable to continue to grow our revenue, the value of our business and common stock may significantly decrease.

We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on the terms and in the manner previously obtained.

In addition to the Common Stock Financing and the Financing Agreement, we may need to raise additional funds in the future, including to support Near’s acquisition strategy. For example, in the event the Business Combination Conditions are not met, on or before May 31, 2023, Near shall be required to meet the Alternative Subsequent Financing Condition. The failure to meet either the Business Combination Conditions or the Alternative Subsequent Financing Condition before the applicable date will result in a mandatory prepayment event of Near’s outstanding obligations pursuant to the Financing Agreement. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities or convertible debt as may be required to meet the Alternative Subsequent Financing Condition or pursuant to the Common Stock Financing, investors may experience significant dilution of their ownership interest, and the newly issued securities in the case of the Alternative Subsequent Financing Condition, may have rights senior to those of the holders of our common stock. If we raise additional funds by obtaining loans from third parties, as may be permissible pursuant to the terms of the Financing, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur interest expense. Higher interest rates could increase debt service requirements on any debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of any such events could materially and adversely affect our business, financial condition and results of operations. If additional financing is not available when required or is not available on acceptable terms, we may have to scale back our operations, and we may not be able to expand our business, take advantage of business opportunities or respond to competitive pressures, which could negatively impact our revenue and the competitiveness of our services. For further information regarding our financing, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near — Borrowings.”

The agreements governing our Financing Agreement and other principal indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations.

Covenants in the Financing Agreement restrict, among other things, our ability to:

•        pay dividends or distributions, repurchase or issue equity, prepay certain debt or make certain investments;

•        incur additional debt;

•        incur liens on assets;

•        make certain investments; and

•        engaging in mergers and consolidations, sale and leasebacks and asset dispositions.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs without the prior consent of Blue Torch Finance LLC. Moreover, our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the Financing Agreement and could trigger acceleration of those obligations. In addition, the Financing requires us to satisfy certain financial covenants, including a maximum leverage ratio, a limitation on the purchase price payable for certain acquisitions, maximum of consolidated capital expenditures and certain mandatory prepayments. Any default under the Financing Agreement could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt. The ability to make payments of principal and interest on indebtedness will depend on the future performance of Near, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control.

We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.

Near uses acquisitions as an accelerator of growth of its core business. We expect to continue to seek to acquire value accretive assets with differentiated products and data to unlock long-term synergies. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not complete acquisitions successfully that we target in the future. The inability of Near to fund such acquisitions by raising additional financing through debt or equity may impact Near’s overall growth. Near may decide to fund future acquisitions by issuing equity in Near against deal consideration which may result in significant dilution for the existing stockholders and investors of Near. Our business is subject to regulation in the U.S. and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us. If we cannot identify and purchase a sufficient quantity of profitable businesses at favorable prices, or if we are unable to finance acquisition opportunities on commercially favorable terms, our business, financial condition or results of operations could be materially adversely affected.

Acquisition activity presents certain risks to our business, operations and financial condition, and we may not realize the financial and strategic goals contemplated at the time of a transaction. Our ability to successfully implement our acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions, and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions.

Mergers and acquisitions are inherently risky, and any mergers and acquisitions that we complete may not be successful. The process of integrating an acquired company’s business into our operations and investing in new technologies is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business. The potential difficulties or risks of integrating an acquired company’s business include the following, among others, which risks can be magnified when one or more integrations are occurring simultaneously or within a small period of time:

•        the effect of the acquisition on our financial and strategic positions and our reputation;

•        risk that we are unable to obtain the anticipated benefits of the acquisition, including synergies, economies of scale, revenues and cash flow;

•        retention risk with respect to key clients, service providers, and challenges in retaining, assimilating and training new employees;

•        potential increased expenditure on human resources and related costs;

•        retention risk with respect to an acquired company’s key executives and personnel;

•        potential disruption to our ongoing business;

•        especially high degree of risk for investments in immature businesses with unproven track records and technologies, with the possibility that we may lose the value of our entire investments or incur additional unexpected liabilities;

•        risk of entering new jurisdictions and becoming subject to foreign laws and regulations not previously applicable to us;

•        potential diversion of cash for an acquisition, ongoing operations or integration activities that would limit other potential uses for cash including infrastructure, marketing and other investments;

•        the assumption of known and unknown debt and other liabilities and obligations of the acquired company;

•        potential integration risks related to acquisition targets that do not maintain internal controls and policies and procedures over financial reporting as would be required of a public company, which may amplify our risks and liabilities with respect to our ability to maintain appropriate internal controls and procedures;

•        inadequacy or ineffectiveness of an acquired company’s disclosure controls and procedures and/or environmental, health and safety, anti-corruption, human resources or other policies and practices;

•        challenges in reconciling accounting issues, especially if an acquired company utilizes accounting principles different from those that we use; and

•        challenges in complying with newly applicable laws and regulations, including obtaining or retaining required approvals, licenses and permits.

We anticipate that any future acquisitions we may pursue as part of our business strategy may be partially financed through additional debt or equity. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and operations, which could materially adversely affect our financial condition and results of operations. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition and execute our growth strategy. For further information regarding our financing, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near — Borrowings.”

Our management team has no experience managing a public company.

Members of our management team have no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations, and financial condition.

We rely heavily on the services of our senior management team, and if we are not successful in attracting or retaining senior management personnel, we may not be able to successfully implement our business strategy.

Our future success will be substantially dependent on our ability to attract, retain, and motivate our key employees and the members of our management team. We will also rely on our leadership team in the areas of operations, security, analytics, engineering, product management, research and development, marketing, sales, partnerships, mergers and acquisitions, support, and general and administrative functions. Although we expect to enter into employment

agreements with our key personnel following the consummation of the Business Combination, our senior management will be employed on an “at-will” basis, which means they may terminate their employment with us at any time. If one or more of our key employees resigns or otherwise ceases to provide us with their service, our business could be harmed.

Our failure to maintain effective internal controls over financial reporting could harm us.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under standards established by the Public Company Accounting Oversight Board (“PCAOB”), a deficiency in internal controls over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting. We cannot assure you that material weaknesses and control deficiencies will not be discovered in the future. Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse effect on our business and could cause investors to lose confidence in our financial statements, which could cause a decline in the price of our common stock, and we may be unable to maintain compliance with the Nasdaq listing standards.

Our business depends on our current customers renewing their subscriptions and purchasing additional subscriptions from us, as well as attracting new customers. Any decline in our customer retention or expansion of our commercial relationships with existing customers or an inability to attract new customers would materially adversely affect our business, financial condition, and results of operations.

In order for us to maintain or improve our revenue growth and our results of operations, it is important that our customers renew their subscriptions when existing contract terms expire and that we expand our commercial relationships with our existing customers and attract new customers. Our customers have no obligation to renew their subscriptions, and our customers may not renew subscriptions with similar contract periods. In the past, some of our customers have elected not to renew their agreements with us, and it is difficult to accurately predict long-term customer retention.

Our customer retention and expansion and the rate at which we attract new customers may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with the Near Platform; our support capabilities; our prices and pricing plans; the prices of competing products; reductions in our customers’ spending levels; new product releases; or the effects of global economic conditions. We may be unable to timely address any retention issues with specific customers, which could materially adversely affect our results of operations. If our customers do not purchase additional subscriptions or renew their subscriptions, or if they renew on less favorable terms, or if we are unable to attract new customers, our revenue may decline or grow less quickly, which would materially adversely affect our business, financial condition, and results of operations.

We currently generate significant revenue from our largest customers, and the loss or decline in revenue from any of these customers could harm our business, results of operations and financial condition.

As of September 30, 2022, our 10 largest active customer accounts generated an aggregate of approximately 71% of our revenue. In the event that any of our large customers do not continue to use our products, use fewer of our products, or use our products in a more limited capacity, or not at all, our business, results of operations and financial condition could be adversely affected.

We do not have the history with our subscription or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers.

We have limited experience with respect to determining the optimal prices for the Near Platform and, as a result, we have in the past, and expect in the future that, we will need to change our pricing model from time to time. As the market for the Near Platform matures, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have

used historically. Pricing decisions may also impact the mix of adoption among our subscription plans and negatively impact our overall revenue. Although we occasionally upsell within contract terms based on customer needs, most of our customer contracts have a licensing period of one year or longer. As a result, potential changes in our pricing policies, or our rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. Moreover, larger organizations may demand price concessions. As a result, in the future we may be required to reduce our prices, which could materially adversely affect our business, financial condition, and results of operations.

Third parties may claim that the operation of our business infringes on their intellectual proprietary rights. These claims could be costly to defend, result in injunctions and significant damage awards and limit our ability to use key technologies in the future (or require us to implement workarounds), which may cause us to incur significant costs, prevent us from commercializing our products and services or otherwise have a material adverse effect on our business.

In recent years, in the markets in which we operate, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement, misappropriation or other violations of intellectual property. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. We may be subject to claims of alleged infringement, misappropriation or other violation of the intellectual property rights of our competitors or other third parties in the operation of our businesses, including for our use of third party intellectual property rights or our internally developed or acquired intellectual property, technologies and content. We cannot guarantee we have not, do not or will not infringe, misappropriate or otherwise violate the intellectual property rights of others. If we were to discover that our products or services infringe, misappropriate or otherwise violate the intellectual property rights of others, we may need to obtain licenses or implement workarounds that could be costly. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to implement workarounds successfully. Moreover, if we are sued for infringement, misappropriation or other violations of a third party’s intellectual property rights and such claims are successfully asserted against us, we could be required to pay substantial damages or ongoing royalty payments or to indemnify our licensees, or could be enjoined from offering our products or services or using certain technologies or otherwise be subject to other unfavorable circumstances. Accordingly, our exposure to damages resulting from such claims could increase and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of our common stock may decline. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims (regardless of their merit) and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.

On July 12, 2022, Near received a letter from a company called Near GmbH claiming that Near is infringing Near GmbH’s European Union trademark registration for “Near” and its corresponding business designation rights in France. Near responded to Near GmbH stating that Near had received the letter and is evaluating its contents. Near’s German trademark counsel spoke to Near GmbH’s counsel in August 2022 and discussed a potential resolution. Near GmbH has proposed that we enter into a written settlement agreement to resolve the dispute. The parties are working cooperatively to negotiate and we plan to seek to resolve the dispute through a written agreement, including discussing potential payments to Near GmbH. We note that if the parties are not able to reach an agreement, the parties may enter into litigation and, depending on the outcome, Near may be unable to use “Near” as a trademark in France or the European Union and may have to pay damages to Near GmbH.

Our failure to adequately protect our intellectual property may negatively impact our ability to compete effectively against competitors in our industry.

Our success and ability to compete depend, in part, upon our intellectual property, including our brand, technology and database. In the U.S. and other jurisdictions, we rely on a combination of copyright, trademark, patent, and trade secret laws, as well as license and confidentiality agreements and internal policies and procedures to protect our intellectual property. Even with these precautions, however, it may be possible for another party to infringe, copy or otherwise obtain and use our owned or licensed intellectual property without our authorization or to develop similar intellectual property independently, particularly in those countries where effective trademark, domain name,

copyright, patent and trade secret protection may not be available. Even where effective protection is available, policing unauthorized use of our intellectual property is difficult and expensive. If it becomes necessary for us to litigate to protect these rights, any proceedings could be burdensome and costly, could result in counterclaims challenging our ownership of intellectual property or its validity or enforceability or accusing us of infringement, and we may not prevail. We cannot be certain that the steps that we have taken or will take in the future will prevent misappropriation or infringement of intellectual property used in our business. Unauthorized use and misuse of our intellectual property or intellectual property we otherwise have the rights to use could reduce or eliminate any competitive advantage we have developed, potentially causing us to lose sales or actual or potential clients, or otherwise harm our business, resulting in a material adverse effect on our business, financial condition or results of operations, and we cannot assure you that legal remedies would adequately compensate us for the damage caused by unauthorized use.

We recognize revenue over the term of our customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

We generally recognize licensing revenue from customers ratably over the contracted period. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered during previous quarters. Consequently, a decline in new or renewed subscriptions may have a small impact on our revenue results for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of the Near Platform and potential changes in our pricing policies or rate of expansion or retention, may not be fully reflected in our results of operations until future periods. We may also be unable to reduce our cost structure in line with a significant deterioration in sales. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the contracted period of the agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

If we fail to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences, our ability to remain competitive could be impaired.

The market for the Near Platform and solutions is characterized by rapid technological change, evolving industry standards and changing regulations, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to anticipate, adapt and respond effectively to these changes on a timely and cost-effective basis. Our customers require that the Near Platform and products and solutions effectively identify and respond to these challenges. As a result, we must continually modify and improve our offerings in response to changes in our customers’ operational needs or end-user preferences. The success of any enhancement to our existing offerings or the deployment of new offerings depends on several factors, including the timely completion and market acceptance of our enhancements or new offerings. Any enhancement to our existing offerings or new offerings that we develop and introduce involves significant commitment of time and resources and is subject to a number of risks and challenges, including, but not limited to:

•        ensuring the timely release of new solutions (including products and professional services) and enhancements to our existing solutions;

•        adapting to emerging and evolving industry standards, technological developments by our competitors and customers and changing regulatory requirements;

•        interoperating effectively with existing or newly-introduced technologies, systems or applications of our existing and prospective customers;

•        resolving defects, errors or failures in the Near Platform or other solutions;

•        extending our solutions to new and evolving operating systems and hardware products; and

•        managing new solutions, product suites and service strategies for the markets in which we operate.

If we are not successful in managing these risks and challenges, or if the Near Platform or products and solutions (including any upgrades thereto) are not technologically competitive or do not achieve market acceptance, our business, financial condition, and results of operations could be adversely affected.

Adverse or weakened general economic and market conditions may reduce spending on technology and information, which could harm our revenue, results of operations, and cash flows.

Our revenue, results of operations, and cash flows depend on the overall demand for and use of technology and information, which depends in part on the amount of spending allocated by our customers or potential customers on technology and information. This spending depends on worldwide economic and geopolitical conditions. The U.S. and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, inflation, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, bankruptcies, pandemics such as COVID-19, and overall economic uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain. In addition, geopolitical developments, such as potential trade wars, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Further actions or inactions of the U.S. or other major national governments, including the war in Ukraine, or other global developments may also impact economic conditions, which could result in financial market disruptions or an economic downturn.

Concerns about the systemic impact of a recession (in the United States or globally), energy costs, geopolitical issues, or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence, and diminished growth expectations in the U.S. economy and abroad, which in turn could affect the rate of information technology spending and could adversely affect our customers’ ability or willingness to purchase our services, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscription contracts, or affect attrition rates, all of which could adversely affect our future sales and operating results. Some of our users may view a subscription to our platform as a discretionary purchase, and our paying users may reduce their discretionary spending, including spending on our platform, during an economic downturn. In particular, spending patterns of businesses are difficult to predict and are sensitive to the general economic climate, the economic outlook specific to businesses, the then-current level of profitability experienced by businesses and overall consumer confidence. In addition, weak economic conditions can result in customers seeking to utilize lower-cost information that may be available from alternative sources. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term.

During weak economic times, there is an increased risk that one or more of our paying customers will file for bankruptcy protection, which may harm our revenue, profitability, and results of operations. We also face risk from international paying customers that file for bankruptcy protection in foreign jurisdictions, particularly given that the application of foreign bankruptcy laws may be more difficult to predict. In addition, we may determine that the cost of pursuing any creditor claim outweighs the recovery potential of such claim. As a result, weak economic times could harm our business, revenue, results of operations, cash flows, and financial condition.

Our product offerings are also concentrated by varying degrees across different industries, particularly tourism, real estate, restaurants, and retail industries, the decline in any of which could harm our business, revenue, results of operations, cash flows, and financial condition. Our customer base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and may reoccur, and the potential for increased and continuing disruptions going forward present considerable risks to our business and revenue.

Our business will be subject to the risks of natural catastrophic events and to interruption by man-made problems such as power disruptions or terrorism.

A significant natural disaster, such as an earthquake, a fire, a flood, or significant power outage could have a material adverse impact on our business, results of operations and financial condition. Natural disasters could affect our personnel, supply chain, or logistics providers’ ability to provide materials and perform services. In addition, climate change could result in an increase in the frequency or severity of natural disasters. In the event that our infrastructure, or the information technology systems, supply chain or logistics of our service providers, are hindered by any of the events discussed above, the results could be missed financial targets, such as revenue, for a particular quarter. Likewise, we could be subject to other man-made problems, including but not limited to power disruptions and terrorist acts.

If the use of data sharing technology is rejected by end users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices, or our and our clients’ ability to use data on our platform is otherwise restricted, it could materially impact our business.

The Near Platform relies on the use of advertising IDs, pixels and other persistent identifiers, including mobile device identifiers that are provided by mobile operating systems for advertising purposes and tracking purposes to collect data about interactions with users and devices. In addition, the Near Platform utilizes data acquired from third-parties to aggregate and create audience segments for advertising purposes.

For in-app advertising, data regarding interactions between users and devices are collected mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. Privacy aspects of other channels for programmatic advertising, such as CTVs or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

As the collection and use of data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the U.S. Federal Trade Commission, and privacy advocates have raised significant concerns around observed data. There has been an array of ‘do-not-track’ efforts, suggestions and technologies introduced to address these concerns. However, the potential regulatory and self-regulatory landscape is inherently uncertain, and there is not yet a consensus definition of tracking, nor agreement on what would be covered by ‘do-not-track’ functionality. There is activity by the major Internet browsers to default set on ‘do-not-track’ functionality, including by Apple Safari and Firefox. It is not clear if other Internet browsers will follow. Substantial increases in the rate and number of people opting out of various data collection processes could have a negative impact on our business and the ecosystems in which we operate.

In addition, in the European Union (the “EU”), Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. A replacement for the Cookie Directive to complement and bring electronic communication services in line with the General Data Protection Regulation (“GDPR”) and force a harmonized approach across EU member states is currently with the EU Council for a trilogue to decide its final effective date. Like the GDPR, the proposed ePrivacy Regulation has extra-territorial application as it applies to businesses established outside the EU who provide publicly-available electronic communications services to, or gather data from the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulation may limit the lawful bases available to process digital data and require “opt-in” consent. The fines and penalties for breach of the proposed ePrivacy Regulation may be significant. Limitations on the use or effectiveness of cookies, or other limitations on our, or our clients’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the Cookie Directive, by the new ePrivacy Regulation, or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

Finally, Google, the owner of the Chrome browser, has publicly stated that over the next several years it will no longer support the setting of third-party cookies. Apple, the owner of the Safari browser, had previously ceased supporting third-party cookies. Separately, and combined, these actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate and could negatively impact our business. We are currently offering and continuing to develop non-cookie based alternatives that can be used in the global ecosystem.

Negative publicity and public perception about the data analytics and digital marketing industry could adversely affect our business and operating results.

With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising, and data privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Any unfavorable publicity or negative public perception about us, our industry, including our competitors, or even other data focused industries can affect our business and results of operations, and may lead to digital publishers changing their business practices or additional regulatory scrutiny or lawmaking that affects us or our industry. For example, in recent years, consumer advocates, mainstream media and elected officials have increasingly and publicly criticized the data and marketing industry for its collection, storage and use of personal data. The negative public attention Facebook faced following revelations about Cambridge Analytica’s use of data led Facebook to change how it delivers targeted advertising. Additional public scrutiny may lead to general distrust of our industry, consumer reluctance to share and permit use of personal data and increased consumer opt-out rates, any of which could negatively influence, change or reduce our current and prospective clients’ demand for our products and services and adversely affect our business and operating results.

The COVID-19 pandemic or similar outbreaks could have an adverse impact on our business and operations, and the markets and communities in which we, our partners and customers operate, and the impact of the pandemic is difficult to assess or predict.

The continued impact and ultimate duration of the COVID-19 pandemic (including any new strains or mutations) on the global economy and our business are difficult to assess or predict. Actual and potential impacts include:

•        Our customer prospects and our existing customers may experience slowdowns in their businesses, which in turn may result in reduced demand for the Near Platform, lengthening of sales cycles, loss of customers, and difficulties in collections.

•        Our employees are working from home significantly more frequently than they have historically, which may result in decreased employee productivity and morale with increased unwanted employee attrition.

•        We may continue to experience disruptions to our growth planning, such as for facilities and international expansion.

•        We are incurring costs in returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service, and amenities.

•        We may be subject to legal liability for safe workplace claims.

•        Our critical vendors could go out of business.

•        We may be required to continue to conduct or from time to time return to conducting our business on a fully virtual basis, as opposed to the mix of virtual and in-person interactions with customers and partners that our marketing, sales, professional services, and support organizations were accustomed to prior to the COVID-19 pandemic.

As global economic conditions improve, business activity may not recover as quickly as anticipated. Conditions may vary between countries and regions and will be subject to the effectiveness of government policies, vaccine administration rates, and other factors that may not be foreseeable. It is not possible at this time to predict the duration and extent of the impact that COVID-19 could have on worldwide economic activity and our business in particular. In addition, as stay-at-home orders and other quarantine and isolation measures are lifted, the amount of time that consumers spend interacting with digital products may normalize or decline, which could slow customer demand for our digital optimization system. Moreover, to the extent the COVID-19 pandemic materially adversely affects our business, financial condition, and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including, but not limited to, those related to our ability to expand within our existing customer base, acquire new customers, develop and expand our sales and marketing capabilities, and expand internationally.

Our operations may be adversely affected by sanctions, export controls, and similar measures targeting Russia and other countries and territories as well as other responses to Russia’s military conflict in Ukraine.

The recent geopolitical conflict between Russia and Ukraine has resulted in the U.S. government, EU, the United Kingdom and other countries imposing broad-ranging and coordinated economic sanctions and export control measures against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others:

•        a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs;

•        a prohibition on commercial activities in the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic;

•        a commitment by certain countries and the EU to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally;

•        a ban on imports of Russian crude oil, liquefied natural gas and coal to the United States;

•        a ban on imports of Russian crude oil and certain refined petroleum products originating in or exported from Russia to the EU, subject to limited exceptions;

•        a ban on new investment in the Russian energy sector; and

•        enhanced export controls and trade sanctions targeting Russia’s importation of certain goods and technology, including restrictive measures on the export and re-export of dual-use goods, stricter licensing policy with respect to issuing export licenses, and increased use of “end-use” controls to block or impose licensing requirements on exports.

Due to the international scope of our operations, the Company is subject to various laws and regulations, including regulations issued by the U.S. Department of Treasury, the U.S. Department of State, the Bureau of Industry and Security (“BIS”) and Office of Foreign Asset Control (“OFAC”), as well as the counterparts of these agencies in foreign countries. The Company actively monitors changes in these regulations as they pertain to the services we provide and their impact on our business, including our business partners and customers.

We routinely screen existing customers and suppliers globally against Specially Designated National / Restricted Persons lists. All new engagements with business partners are screened prior to the beginning of any business relationship. Individuals or entities that become subject to applicable sanctions are immediately blocked from further commercial activity with the Company until confirmed by our legal counsel whether permissible to proceed pursuant to a general or special license or other exemption, or a change in facts.

Furthermore, while we have policies, procedures and internal controls in place designed to ensure compliance with applicable sanctions and trade restrictions, and though the current effects from the Russia-Ukraine conflict have, thus far, not resulted in a material adverse impact to the Company’s financial condition or results of operations, our employees, contractors, and agents may take actions in violation of such policies and applicable law and we could be held ultimately responsible. We rely on our employees to adhere to the policies, procedures and internal controls we have established to maintain compliance with evolving sanctions and export controls. If we are held responsible for a violation of U.S. or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations.

The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this proxy statement/prospectus, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Such information concerning the market and the industry in which we compete, including our market positions, general expectations of market opportunities and market sizes, are based on information from various third-party sources, internal data and estimates, and assumptions made by us based on such sources and our

knowledge of the market. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions. This information and any estimates provided herein involve numerous assumptions and limitations. Third-party sources generally state that their information has been obtained from sources believed to be reliable. There can be no assurance as to the accuracy or completeness of such information. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. We do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited in this proxy statement/prospectus. While we assume responsibility for the accuracy and completeness of the projections and forecasts to the extent included in this proxy statement/prospectus, you are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

If we are not able to maintain and enhance our brand and our reputation as a global leader in privacy-led data intelligence, our business and results of operations may be adversely affected.

We believe that maintaining and enhancing our brand and our reputation as a global leader in privacy-led data intelligence products and solutions is critical to our relationship with existing customers and our channel partners and our ability to attract new customers and channel partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our ability to continue to develop and enhance the Near Platform and our ability to successfully differentiate the Near Platform from competitive data intelligence solutions. Although we believe it is important for our growth, our brand promotion activities may not be successful or yield increased revenue.

In addition, independent industry or financial analysts and research firms often test our products and solutions and provide reviews of the Near Platform, as well as the products of our competitors, and the perception of the Near Platform in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products, our brand may be adversely affected. Our products and solutions may fail to detect or prevent threats in any particular test for a number of reasons that may or may not be related to the efficacy of our products and solutions in real world environments. To the extent potential customers, industry analysts or testing firms believe that the occurrence of a failure to detect or prevent any particular threat is a flaw or indicates that our products and solutions or services do not provide significant value, we may lose customers, and our reputation, financial condition and business would be harmed. Additionally, the performance of our channel partners may affect our brand and reputation if customers do not have a positive experience with these partners. In addition, we have in the past worked, and continue to work, with high profile customers as well as assist in analyzing and remediating high profile cyberattacks. Our work with such customers has exposed us to publicity and media coverage. Negative publicity about us, including about our management, the efficacy and reliability of our platform, our products offerings, our professional services, and the customers we work with, even if inaccurate, could adversely affect our reputation and brand.

We may not be able to obtain and maintain accurate, comprehensive, or reliable data, because data suppliers may withdraw data that we have previously collected or withhold data from us in the future or we fail to maintain and improve our methods and technologies, or anticipate new methods or technologies, for data collection, organization, and cleansing. As a result, we may experience reduced demand for our products and services and loss of customer confidence.

Our success depends on our clients’ confidence in the depth, breadth, and accuracy of our data. The task of establishing and maintaining accurate data is challenging and expensive. The depth, breadth, and accuracy of our data differentiates us from our competitors. If our data, including the data we obtain from third parties and our data extraction, cleaning, and insights, are not current, accurate, comprehensive, or reliable, it would increase the likelihood of negative customer experiences, which in turn would reduce the likelihood of customers renewing or upgrading their subscriptions and harm our reputation, making it more difficult to obtain new customers. In addition, if we are no longer able to maintain our high level of accuracy, we may face a backlash by our customers which could have an adverse effect on our business, results of operations, and financial condition.

Our company operates in a highly competitive and rapidly changing industry. New products and pricing strategies introduced by these competitors could threaten our market share or pressure us to lower our prices potentially reducing our revenues and operating margin.

Current or future competitors may seek to develop new methods and technologies for more efficiently gathering, cataloging, or updating business information, which could allow a competitor to create a product comparable or superior to ours, or that takes substantial market share from us, or that creates or maintains a data lake at a lower cost than we experience. We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data predicting, and other database technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data. Our future success will depend, in part, upon our ability to:

•        intentionally develop and implement new and competitive technologies;

•        use leading third-party technologies effectively; and

•        respond to advances in data collection, cataloging, and updating.

If we fail to respond to changes in data technology, competitors may be able to develop products and services that will take market share from us, and the demand for our products and services, the delivery of our products and services or our market reputation could be adversely affected.

Failure to keep up with fast changing technologies and introduce new features, capabilities, and enhancements may render our products and services less competitive and obsolete, which could result in decreased revenues and results of operations.

To remain competitive, we must continue to develop new features, integrations, and capabilities to our products and services. This is particularly true as we further expand and diversify our capabilities to address additional applications and markets. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If we are unable to develop features, integrations, and capabilities internally due to certain constraints, such as employee turnover, lack of management ability, or a lack of other research and development resources, our business may be harmed.

Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling features, integrations, capabilities, and enhancements and generate revenue, if any, from such investment. Anticipated demand for a feature, integration, capability, or enhancement we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such feature, integration, capability, or enhancement. Additionally, we may experience difficulties with software development, design, or marketing that could affect the length of these research and development cycles that could further delay or prevent our development, introduction, or implementation of features, integrations, capabilities, and enhancements. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of features, integrations, and capabilities that are competitive, it could harm our business, results of operations, and financial condition.

Further, our competitors may expend more on their respective research and development programs or may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs or our competitors may be more efficient in their research and development activities. Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and may harm our business, results of operations, and financial condition.

The failure to attract, recruit, onboard and retain highly talented personnel could hinder our ability to successfully execute our business strategy, which could have a material adverse effect on our financial position and operating results.

Our growth strategy and future success depends in large part on our ability to attract, recruit, onboard, motivate and retain technical, client services, sales, consulting, research and development, marketing, administrative and management personnel, all of which may be made more difficult by the COVID-19 pandemic and the restrictions intended to prevent its spread. The complexity of our products, processing functionality, software systems and services requires highly trained professionals. While we presently have a sophisticated, dedicated and experienced team of executives and associates who have a deep understanding of our business, the labor market for these individuals has historically been very competitive due to the limited number of people available with the necessary technical skills and understanding. As our industry continues to become more technologically advanced, we anticipate increased competition for qualified personnel. We may incur significant costs to attract and retain highly trained personnel and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them, and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel. The loss or prolonged absence of the services of highly trained personnel like our current team of executives and associates, or the inability to recruit, attract, onboard and retain additional, qualified associates, could have a material adverse effect on our business, financial position or operating results.

If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

We have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. We have more than five offices across the globe and we have also experienced significant growth in sales and in the amount of data in our databases. In addition, our organizational structure is becoming more complex as we scale our operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices around the world and maintaining our company culture across multiple offices. Certain members of our management have not previously worked together for an extended period of time, and none of the members of our management team have prior experience managing a public company, which may affect how they manage our growth. If we fail to manage our anticipated growth and change in a manner that preserves the key aspects of our corporate culture, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract users, employees, and organizations.

To manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our products and services, to expand into new geographic areas and to scale with our overall growth. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.

In addition, as we expand our business, it is important that we continue to maintain a high level of customer service and satisfaction. As our sales continue to grow, we will need to expand our account management, customer service and other personnel, which will require more complex management and systems. If we are not able to continue to provide high levels of customer service, our reputation, as well as our business, results of operations, and financial condition, could be harmed.

Failure to effectively expand our sales capabilities could harm our ability to bring on new customers at the rate we anticipate.

The rate at which we can acquire new customers will depend to a significant extent on our ability to expand our sales operations. We plan to continue expanding our sales force, and that will require us to invest significant financial and other resources to train and grow our sales force, in order to complement our go-to-market approach. Our business will be harmed if our efforts do not generate a corresponding increase in revenue. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire and develop talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain our existing sales personnel. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth.

We have built a highly entrepreneurial, performance-driven, collegial, and socially responsible culture. If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe is key to our success, and our business may be negatively impacted.

We believe that a critical component to our success has been our company culture, which is based on transparency and personal autonomy. We have invested substantial time and resources in building our team within this company culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to proactively focus on and pursue our corporate objectives. The COVID-19 pandemic has resulted in unique challenges to this objective by forcing large numbers of our employees to work remotely while facing unique personal and professional challenges in doing so. If we fail to maintain our company culture, our business may be adversely impacted.

If we fail to maintain and improve our methods and technologies, or anticipate new methods or technologies, for data collection, organization, and cleansing, competing products and services could surpass ours in depth, breadth, or accuracy of our data or in other respects.

Current or future competitors may seek to develop new methods and technologies for more efficiently gathering, cataloging, or updating business information, which could allow a competitor to create a product comparable or superior to ours, or that takes substantial market share from us, or that creates or maintains a data lake at a lower cost that we experience. We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data predicting, and other database technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data. Our future success will depend, in part, upon our ability to:

•        internally develop and implement new and competitive technologies;

•        use leading third-party technologies effectively; and

•        respond to advances in data collection, cataloging, and updating.

If we fail to respond to changes in data technology competitors may be able to develop products and services that will take market share from us, and the demand for our products and services, the delivery of our products and services, or our market reputation could be adversely affected.

Failure to adequately expand our customer interfacing resources, deploy effective sales and marketing strategies, and offer high-quality product support and customer experience, may adversely affect our reputation, relationships with existing customers, and ability to achieve broader market acceptance, which could constrain our revenue growth.

Our ability to increase our customer base and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus, and train our sales and marketing personnel. If we are unable to increase adoption of the Near Platform by new and existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected.

Our efforts to develop and expand our sales and marketing capabilities will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We may not achieve anticipated revenue growth from expanding our sales and marketing capabilities, and our business, financial condition, results of operations, and growth prospects may be materially adversely affected, if we are unable to hire, develop, integrate, and retain talented and effective sales personnel and global systems integrators, consultancies, and digital agencies; if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time; or if our sales and marketing programs are not effective.

If our marketing strategies are not effective in attracting new and retaining existing customers, our business and ability to grow our revenues would be harmed.

We rely on our marketing strategies, consisting of a combination of online and offline marketing programs such as online advertising, public relations, social media, user conferences, educational white papers and webinars, product demos, workshops, roundtables, and customer case studies, self-service option, and other inbound lead generation and outbound sales strategies, to drive our sales and revenue. These strategies may not continue to generate the level of sales necessary to increase our revenue. If our outbound sales efforts are unsuccessful at attracting and retaining new and existing customers, we may be unable to grow our market share and revenue. If our customer base does not continue to grow through word-of-mouth marketing and viral adoption or outbound sales efforts, we may be required to incur significantly higher sales and marketing expenses in order to acquire new subscribers, which could materially adversely affect our business and results of operations. In addition, high levels of customer satisfaction and market adoption are central to our marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions outside of our control, could harm word-of-mouth referrals and our brand.

Additionally, many customers never convert from our proof of concept contract and discontinue the relationship after initial trials. Further, we often depend on individuals within an organization being able to convince decision-makers within their organization to upgrade to a subscription. Many of these organizations have complex and multi-layered purchasing requirements. To the extent that these customers do not become enterprise customers, we will not realize the intended benefits of this marketing strategy.

If we fail to offer high-quality customer experience, our business and reputation will suffer.

Numerous factors may impact a customer’s experience, which may in turn impact the likelihood of such customer renewing or upgrading its subscription. These factors include the usability of the platform, the depth, breadth, and accuracy of the data, the adequacy of our product documentation, and the quality of our onboarding, training, account management, and customer technical and research support functions. Our sales have grown rapidly, and the continued growth that we anticipate will put additional pressure on our customer experience programs. It may be difficult for us to identify, recruit, train, and manage enough people with enough skill and talent in each area of the customer experience to adequately scale those functions to match the growth of our customer base. In addition, larger enterprise customers and customers with larger contracts are more demanding of our customer success programs. If we add more large enterprise customers and increase the annual contract value of existing subscriptions, we may need to devote even more resources to such programs, and we may find it difficult to effectively scale those programs. If we do not adequately scale our customer experience operations to meet our sales demand, or otherwise fail to provide an overall high-quality customer experience, fewer customers could renew or upgrade their subscriptions, and our reputation could suffer, negatively impacting our ability to acquire new customers, which would harm our business, results of operations, and financial condition.

In addition, customers from time to time rely upon our customer technical and research support teams to resolve technical and data accuracy issues relating to our products and services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our reputation and operating results.

Any failure to offer high-quality product support may adversely affect our relationships with our customers, our reputation, and our business, financial condition, and results of operations.

In using the Near Platform, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support. We also may be unable to modify the nature, scope, and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer

demand for product support, without corresponding revenue, could increase costs and materially adversely affect our results of operations. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell the Near Platform to existing and prospective customers, our business, financial condition and results of operations.

Any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays, privacy risks and loss of customers.

We rely on IT systems to provide customers with access to the Near Platform. If we are unable to maintain and improve our IT systems and infrastructure, this may result in system interruptions, defects and slowdowns. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity that impedes us from efficiently providing services to customers, we may lose customers and revenue or incur liabilities. Further, errors, bugs, vulnerabilities, design defects, or technical limitations within our IT Systems may lead to negative experiences for our customers, compromised ability to perform services in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, compromised ability to protect the data of our users, other clients, employees and business partners and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. Our IT systems are vulnerable to damage, interruption or fraudulent activity from various causes, any of which could have a material adverse impact on our business, financial condition or results from operations including:

•        power losses, computer systems defects or failure, errors, bugs or vulnerabilities, computer viruses and other contaminants, internet and telecommunications or data network failures, losses and corruption of data and similar events;

•        operator error, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security;

•        the failure of third party software, systems or services that we rely upon to maintain our own operations; and

•        lack of cloud computing capabilities and other technical limitations; and natural disasters, fires, pandemics, wars and acts of terrorism.

We may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems could significantly curtail our ability to conduct our business and generate revenue.

Our customers or unauthorized parties could use our products and services in a manner that is contrary to our values or applicable law, which could harm our relationships with consumers, customers, or employees or expose us to litigation or harm our reputation.

Because our data includes millions of data points, our platform and data could be misused by customers, or by parties who have obtained access to our data for purposes that we would not permit, such as for policing, healthcare, or other unapproved use cases. Our customers could use our products or services for purposes beyond the scope of their contractual terms or applicable laws or regulations. In addition, third parties could gain access to our data or our platform through our customers or through malfeasance or cyber-attacks and use our platform and data for purposes other than its intended purpose or to create products that compete with our platform. Our customers’ or third parties’ misuse of our data, inconsistent with its permitted use, could result in reputational damage, adversely affect our ability to attract new customers and cause existing customers to reduce or discontinue the use of our platform, any of which could harm our business and operating results and impose legal liabilities.

Our brand may be negatively affected by the actions of persons using our platform that are hostile or inappropriate, by the actions of individuals acting under false or inauthentic identities, by the use of our products or services to disseminate information that is misleading (or intended to manipulate opinions), by perceived or actual efforts by governments to obtain access to user information for security-related purposes or to censor certain content on our platform or by the use of our products or services for illicit, objectionable, or illegal ends. Further, we may fail to

respond expeditiously or appropriately to the sharing of our platform and data outside of the terms of a customers’ subscription and the use of our data and insights for purposes other than for sales and marketing, or to otherwise address customer and individual concerns, which could erode confidence in our business.

In July 2022, Near received an inquiry from certain Members of the United States House of Representatives regarding how the company would respond to the Supreme Court’s Dobbs decision regarding reproductive healthcare. Specifically, Members of Congress have written to a number of data analytics companies regarding concerns that the companies' services could provide information regarding reproductive healthcare procedures that could be shared with government officials. Near communicated to the Members that the company does not allow the use of its data for law enforcement or healthcare purposes, including the disclosure of reproductive rights information. Near has not received any additional requests for information from Congress since Near’s reply.

We have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

We have a limited number of customers that account for a substantial portion of our revenues, which carries risks. One of our customers accounts for approximately 30% of our revenues for the year ended December 31, 2021 and two of our customers account for approximately 30% and 16% of our revenues, respectively, for the nine months ended as of September 30, 2022. It is not possible for us to predict the level of demand that will be generated by any of these customers in the future. In addition, revenues from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. These customers could also potentially pressure us to reduce the prices we charge, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations. If any of our large customers terminates their relationship with us or materially reduces the services they acquire from us, such termination or reduction could negatively affect our revenues and results of operations.

Our ability to attract, grow and retain a diverse and balanced customer base may affect our ability to maximize our revenues. Our ability to attract customers depends on a variety of factors, including our product offerings. If we are unable to develop or improve our product offerings, we may fail to develop, grow and retain a diverse and balanced customer base, which would adversely affect our business, financial condition and results of operations.

We may be unable to build and maintain successful relationships with our channel partners or such channel partners may fail to perform, which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

We employ a go-to-market business model whereby a portion of our revenue is generated by sales through our channel partners, such as independent marketing agencies and resellers, that further expand the reach of our direct sales force into additional geographies, sectors, and industries. In particular, we have entered, and intend to continue to enter, into strategic sales distributor and reseller relationships in certain international markets where we do not have a local presence. We provide certain of our channel partners with specific training and programs to assist them in selling access to our products, but there can be no assurance that these steps will be effective, and restrictions on travel and other limitations as a result of the COVID-19 pandemic undermine our efforts to provide training and build relationships. In addition, if our channel partners are unsuccessful in marketing and selling access to the Near Platform, it would limit our expansion into certain geographies, sectors, and industries. Additionally, if we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell access to the Near Platform to customers. Near’s largest customer is a channel partner that represents approximately 30% of Near’s annual revenue for the year ended December 31, 2021 and for the nine months ended September 30, 2022. The current term of that channel partner’s agreement will expire in June 2024. Near and this channel partner are discussing renewal of the agreement. See the section entitled “Information About Near — Customers” for more information.

In order to increase our sales to new and existing customers, we must expand our sales and marketing operations, including our sales force and third-party channel partners, and continue to dedicate significant resources to inbound sales and marketing programs, both domestically and internationally. Our ability to increase our customer base and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus, and train our sales and marketing personnel. If we are unable to increase adoption of the Near Platform by new and

existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected. For the year ended December 31, 2021, the contribution of revenue from channel partners represented 41.4% of Near’s revenues compared to 43.5% for the year ended December 31, 2020. For the nine months ended September 30, 2022, the contribution of revenue from channel partners represented 37.8% of Near’s revenues compared to 42.5% for the nine months ended September 30, 2021.

Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to the Near Platform altogether. Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our products to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners, including in new markets, and training our channel partners to independently sell access to our platform. If our channel partners are unsuccessful in selling our products, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality channel partners in each of the regions in which we sell access to our products and keep them motivated to sell our solutions, our business, financial condition, results of operations, and growth prospects could be adversely affected.

Our efforts to develop and expand our sales and marketing capabilities will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We may not achieve anticipated revenue growth from expanding our sales and marketing capabilities, and our business, financial condition, results of operations, and growth prospects may be materially adversely affected, if we are unable to hire, develop, integrate, and retain talented and effective sales personnel and global systems integrators, consultancies, and digital agencies; if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time; or if our sales and marketing programs are not effective.

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks.

We employ multiple methods at different layers of our systems to defend against intrusion and attack, to protect our systems and to resolve and mitigate the impact of any incidents. Despite our efforts to keep our systems secure and to remedy identified vulnerabilities, future attacks could be successful and could result in substantial liability or business risk. Third parties will continue to attempt to gain unauthorized access to our systems or facilities through various means, including hacking into our systems or facilities, or those of our customers or vendors, or attempting to fraudulently induce our employees, customers, vendors or other users of our systems into disclosing sensitive information, which may in turn be used to access our IT systems. Our cybersecurity programs and efforts to protect our systems and data, and to prevent, detect and respond to data security incidents, may not prevent these threats or provide adequate security. Further, we may be subject to additional liability risks associated with data security breaches or other incidents by virtue of the private right of action granted to individuals under certain data privacy laws for actions arising from certain data security incidents.

We may experience breaches of our security measures due to human error, malfeasance, system errors or vulnerabilities, or other irregularities. Actual or perceived breaches of our security could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. We maintain errors, omissions, and cyber liability insurance policies covering certain security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.

Interruptions or delays in services from third parties, including data center hosting facilities, internet infrastructure, cloud computing platform providers, and other hardware and software vendors, or our inability to adequately plan for and manage service interruptions or infrastructure capacity requirements, could impair the delivery of our services and harm our business.

We currently serve our customers through the use of third-party data center hosting facilities and cloud computing platform providers. Damage to, or failure of, these systems, or systems upon which they depend, such as internet infrastructure, could result in interruptions in our services. We have from time to time experienced interruptions in our services and such interruptions may occur in the future. Interruptions in our services may cause us to issue credits to customers, cause customers to make warranty or other claims against us or to terminate their subscriptions, or adversely affect our customer renewal and upgrade performance and our ability to attract new customers, all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our services are unreliable.

We do not control the operation of third-party facilities, and they may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct, as well as local administrative actions, changes to legal or permitting requirements, and litigation to stop, limit, or delay operation. The occurrence of a natural disaster, pandemics (such as COVID-19) or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our services.

Additionally, these hardware, software, data, and cloud computing systems may not continue to be available at reasonable prices, on commercially reasonable terms, or at all. Any loss of the right to use any of these hardware, software, or cloud computing systems could significantly increase our expenses and otherwise result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license, and integrated into our services.

We substantially rely upon Amazon Web Services to operate our platform, and any disruption of or interference with our use of Amazon Web Services would adversely affect our business, results of operations and financial condition.

We outsource a substantial majority of our cloud infrastructure to Amazon Web Services (“AWS”), which hosts our products and the Near Platform. Our customers need to be able to access the Near Platform at any time, without interruption or degradation of performance. AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We have experienced, and expect that in the future we may experience, interruptions, delays and outages in service and availability due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes, including technical failures, natural disasters, pandemics such as COVID-19, fraud or security attacks. In addition, if our security, or that of AWS, is compromised, or our products or platform are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from AWS may adversely affect our ability to meet our customers’ requirements, result in negative publicity which could harm our reputation and brand and may adversely affect the usage of our platform.

The substantial majority of the services we use from AWS are for cloud-based server capacity and, to a lesser extent, storage and other optimization offerings. AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. We access AWS infrastructure through standard IP connectivity. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement for cause upon notice and upon our failure to cure a breach within 30 days from the date of such notification and may, in some cases, suspend the agreement immediately for cause upon notice. Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our products available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services.

We provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service and our business could suffer.

Certain of our customer agreements contain service level commitments, which contain specifications regarding the availability and performance of our platform. Any failure of or disruption to our infrastructure could impact the performance of our platform and the availability of products and services to customers. If we are unable to meet our stated service level commitments or if we suffer extended periods of poor performance or unavailability of our platform, we may be contractually obligated to provide affected customers with service credits for future subscriptions, refunds, and in certain cases, the right to cancel their subscription. Our revenue, other results of operations and financial condition could be harmed if we suffer performance issues or downtime that exceeds the service level commitments under our agreements with our customers.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Additionally, we may receive information requests as these laws, regulations and standards develop. On July 20, 2022, we received an inquiry from the Congress of the United States on Near’s treatment of location data and intentions to protect the privacy of individuals seeking to exercise their reproductive rights. Also, on September 22, 2022, the North Carolina Department of Justice inquired on whether Near gathers information about people who have obtained abortions and if so, whether such information is commercialized. To both inquiries, we responded by explaining that Near does not sell or permit the use of its data for healthcare purposes, including any reproductive rights information.

Risks Related to KludeIn and the Business Combination

Unless the context otherwise requires, references to “we,” “us” and “our” in this subsection generally refer to KludeIn.

KludeIn stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the KludeIn Class A Shares in the Business Combination, current KludeIn stockholders’ percentage ownership will be diluted. Assuming no public stockholders exercise their redemption rights, current KludeIn stockholders’ percentage ownership in New Near following the issuance of shares to Near stockholders (including the Initial Stockholders) would be 18.5%. Under the same assumptions and assuming that 8,068,525 KludeIn Class A Shares (the maximum contractual number of KludeIn Class A Shares that could be redeemed in connection with the Business Combination) are redeemed in connection with the Business Combination and excluding any shares issuable pursuant to KludeIn’s outstanding warrants, current KludeIn stockholders’ percentage ownership in New Near following the issuance of KludeIn Class A Shares to Near stockholders would be 9.3%. The percentage of New Near’s common stock that will be owned by current KludeIn stockholders as a group will vary based on the number of KludeIn Class A Shares for which the holders thereof request redemption in connection with the Business Combination. Because of this, current KludeIn stockholders, as a group, will have less influence on the board of directors, management and policies of New Near than they now have on the board of directors, management and policies of KludeIn. The foregoing amounts of percentage ownership will change (x) if the actual facts differ from the assumptions set forth above and (y) depending on whether any Transaction Financing or Permitted Equity Financing

is consummated. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of KludeIn’s Public Shares in amounts of 25%, 50% and 75%, see the section entitled “Summary of The Proxy Statement/Prospectus — Equity Ownership Upon Closing.”

The market price of New Near Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of KludeIn Class A Shares.

Upon completion of the Business Combination, holders of shares of Near common stock and preferred stock will become holders of New Near Common Stock. Prior to the Business Combination, KludeIn has had limited operations. Upon completion of the Business Combination, New Near’s results of operations will depend upon the performance of New Near’s businesses, which are affected by factors that are different from those currently affecting the results of operations of KludeIn.

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of New Near Common Stock may decline.

The market price of the New Near Common Stock may decline as a result of the Business Combination if New Near does not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combination on New Near’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of New Near Common Stock may experience a loss as a result of a decline in the market price of New Near Common Stock. In addition, a decline in the market price of New Near Common Stock could adversely affect New Near’s ability to issue additional securities and to obtain additional financing in the future.

The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include, but are not limited to: approval of the proposals required to effect the Business Combination by KludeIn and Near stockholders, as well as receipt of requisite regulatory approval, absence of orders prohibiting completion of the Business Combination, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the KludeIn Class A Shares to be issued to Near stockholders for listing on Nasdaq, meeting the Minimum Cash Condition, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the closing of the Business Combination may be significantly delayed or not occur at all. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval, or KludeIn or Near may elect to terminate the Merger Agreement in certain other circumstances. See “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Termination.”

There are risks to KludeIn stockholders who are not affiliates of the Sponsor of becoming stockholders of New Near through the Business Combination rather than acquiring securities of Near directly in an underwritten public offering, including no independent due diligence review by an underwriter.

New Near will apply to list its common stock and warrants on Nasdaq, but the Business Combination is different from a traditional underwritten initial public offering. Among other things, there is no independent third-party underwriter selling the shares of the common stock, and, accordingly, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Near pursued an underwritten initial public offering. Before entering into the Merger Agreement, KludeIn and Near each performed a due diligence review of each other’s business, operations and disclosure. However, in a typical initial public offering, the underwriters of the offering conduct independent due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability under Section 11 of the Securities Act to private investors for any material misstatements or omissions in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents, assessment of significant risks of the business operations, and independent analysis

of the plan of business and any underlying financial assumptions. The lack of an independent due diligence review and investigation means that you must rely on the information included in this proxy statement/prospectus. Further, while potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any such material misstatements or omissions, there are no third-party underwriters of the KludeIn Class A Shares that will be issued pursuant to the Business Combination, and therefore no corresponding right of action is available to investors against any such third parties, including any financial advisors of KludeIn and Near for any material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing Date, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the New Near Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the New Near Common Stock or helping to stabilize, maintain or affect the public price of the New Near Common Stock following the Closing Date. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New Near Common Stock that will be outstanding immediately following the Closing Date. All of these differences from an underwritten public offering of Near’s securities could result in a more volatile price for the New Near Common Stock following the Closing Date.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the New Near Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the New Near Common Stock or sufficient demand among potential investors immediately after the Closing Date, which could result in a more volatile price for the New Near Common Stock.

We may potentially be subject to U.S. foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our securities or otherwise participate in the Business Combination, potentially making the securities less attractive to investors. Our future investments in U.S. companies may also be subject to U.S. foreign investment regulations.

Each of Mr. Ramachandran, KludeIn’s Chief Executive Officer, and Mr. Raghavan, KludeIn’s co-president, is a managing member of the Sponsor. Mr. Ramachandran and Mr. Raghavan are U.S. Citizens. Members of the Sponsor include certain officers and directors of KludeIn, all of whom are U.S. citizens. Approximately 83.3% of the membership interests in the Sponsor are owned by U.S. persons on a look-through basis. Of the remaining approximately 16.7%, 15% is owned by persons in Canada, 1.2% is owned by persons in Taiwan and 0.5% is owned by persons in India. To the best of Near’s knowledge, there are no officers, directors or stockholders involved in the transaction that is, is controlled by, or has substantial ties with, a non-U.S. person.

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the U.S. (“CFIUS”) is an interagency committee authorized to review certain transactions involving acquisitions and investments in the U.S. by foreign persons in order to determine the effect of such transactions on the national security of the U.S. CFIUS has jurisdiction to review transactions that could result in control of a U.S. business directly or indirectly by a foreign person, certain non-controlling investments that afford the foreign investor non-passive rights in a “TID U.S. business” (defined as a U.S. business that (1) produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies; (2) owns or operates certain critical infrastructure; or (3) collects or maintains directly or indirectly sensitive personal data of U.S. citizens), and certain acquisitions, leases, and concessions involving real estate even with no underlying U.S. business. Certain categories of acquisitions of and investments in a U.S. business also may be subject to a mandatory notification requirement.

We do not believe that the Business Combination is subject to CFIUS review because we do not believe that KludeIn is a “foreign person” for CFIUS purposes. However, CFIUS could potentially take a different view; if CFIUS considers KludeIn a “foreign person” under such rules and regulations and is interested in Near’s business, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with Near falls within the scope of foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination. CFIUS could decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of New Near if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. The foreign ownership limitations, and the potential impact of CFIUS, may prevent us from consummating the Business Combination with Near.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per Public Share initially, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in Near and the chance of realizing future gains on your investment through any price appreciation in New Near.

In addition, CFIUS could choose to review past or proposed transactions involving new or existing foreign investors in us or in the Sponsor, even if a filing with CFIUS is or was not required at the time of the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to such investors. CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing our stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

These restrictions on the ability of foreign persons to invest in us could limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for New Near Common Stock or the securities after the Business Combination.

Termination of the Merger Agreement could negatively impact Near and KludeIn.

If the Business Combination is not completed for any reason, including as a result of Near stockholders declining to adopt the Merger Agreement or KludeIn stockholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Near and KludeIn may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Near and KludeIn would be subject to a number of risks, including the following:

•        KludeIn may experience negative reactions from the financial markets, including negative impacts on KludeIn’s (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        Near may experience negative reactions from its customers, vendors and employees;

•        Near and KludeIn will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        Since the Merger Agreement restricts the conduct of Near’s and KludeIn’s businesses prior to completion of the Business Combination, each of Near and KludeIn may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Covenants of the Parties” for a description of the restrictive covenants applicable to Near and KludeIn).

KludeIn and Near will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the consummation of the Business Combination on employees, merchants and customers may have an adverse effect on Near and consequently on KludeIn. These uncertainties may impair Near’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause customers and others that deal with Near to seek to change existing business relationships with Near. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, New Near’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Near from making certain expenditures and taking other specified actions without the consent of KludeIn until the Business Combination occurs. These restrictions may prevent Near from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Covenants of the Parties.”

Potential litigation against Near and KludeIn could result in an injunction preventing the completion of the Business Combination or a judgment resulting in the payment of damages.

There can be no assurances that lawsuits, complaints or demands will not be filed or made with respect to the Business Combination. Such lawsuits, complaints or demands could prevent or delay the completion of the Business Combination and result in significant costs to Near and/or KludeIn, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit, claim or demand, including the matters described above, that remains unresolved at the time the Business Combination is completed may adversely affect Near’s business, financial condition, results of operations and cash flows.

KludeIn’s independent directors paid no consideration for the Founder Shares they hold. As a result, KludeIn’s independent directors may make a substantial profit if the Business Combination is consummated, even if the shares held by KludeIn’s public stockholders lose substantial value. For this reason, KludeIn’s independent directors may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of KludeIn’s public stockholders.

Our Insiders have invested in KludeIn an aggregate of $5,225,000, comprised of the $25,000 purchase price for the Founder Shares and the $5,200,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share of New Near upon consummation of the Business Combination, the 4,312,500 Founder Shares would have an aggregate implied value of $43,125,000 at that time. Even if the trading price of the New Near Common Stock were as low as approximately $1.21 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the Insiders’ initial investment in KludeIn. If the Business Combination is not completed, however, and if KludeIn is forced to liquidate, the Insiders will lose their entire investment in KludeIn. As a result, the Insiders are likely to be able to recoup their investment in KludeIn and make a substantial profit on that investment, even if the Public Shares have lost significant value.

Furthermore, KludeIn’s independent directors paid no consideration for the Founder Shares they hold. The Founder Shares held by the independent directors may have substantial value if the Business Combination is completed, but those Founder Shares would be worthless if KludeIn were forced to liquidate. As a result, in order to avoid losing the value in the Founder Shares, KludeIn’s independent directors may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of KludeIn’s public stockholders.

For the foregoing reasons, you should consider the financial incentives that KludeIn’s independent directors may have to approve and complete the Business Combination when evaluating whether vote for the Business Combination Proposal and other proposals, as well as when considering whether to redeem your Public Shares prior to or in connection with the Business Combination.

KludeIn’s directors and officers may have interests in the Business Combination that differ from the interests of KludeIn’s stockholders.

Executive officers of KludeIn negotiated the terms of the Merger Agreement with their counterparts at Near, and the KludeIn Board determined that the Merger Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, KludeIn and its stockholders, and approved the Merger Agreement

and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that KludeIn’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of KludeIn’s stockholders, including, but not limited to, repayment of expenses upon the Closing of the Business Combination, repayment of loans upon the Closing of the Business Combination and the ability to earn a positive rate of return even if the share price of New Near after the Closing falls below the price initially paid for the Founder Shares and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination. The KludeIn Board was aware of and considered these interests, among other matters, in reaching the determination that the Merger Agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, KludeIn and its stockholders. For a detailed discussion of the special interests that KludeIn’s directors and executive officers may have in the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Interests of Certain Persons in the Business Combination”.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Near’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that KludeIn and Near currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See “Unaudited Pro Forma Condensed Combined Financial Information”.

KludeIn and Near will incur transaction costs in connection with the Business Combination.

Each of KludeIn and Near has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. KludeIn and Near will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. See “Proposal No. 2: The Business Combination Proposal — The Merger Agreement”.

The Insiders have agreed to vote in favor of certain proposals at the Special Meeting, regardless of how public stockholders vote.

As of the date hereof, the Founder Shares owned by the Insiders represent approximately 29.3% of the voting power of the outstanding KludeIn Common Stock. Pursuant to the Letter Agreement entered into at the closing of KludeIn’s IPO, the Insiders have agreed to vote their Founder Shares and any KludeIn securities held by them in favor of the Business Combination, regardless of how public stockholders vote. Pursuant to the Sponsor Support Agreement entered into in connection with the Merger Agreement, the Sponsor has agreed to vote their Founder Shares and any KludeIn Class A Shares held by the Sponsor in favor of each of the proposals at the Special Meeting, regardless of how public stockholders vote. Accordingly, these agreements entered into by the Insiders will increase the likelihood that KludeIn will receive the requisite stockholder approval for the Merger Agreement and the transactions contemplated thereby.

KludeIn may not be able to consummate the Business Combination or another initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the KludeIn Class A Shares and liquidate, in which case the holders of KludeIn Class A Shares may only receive $10.00 per share, or less than such amount in certain circumstances, and the warrants will expire worthless.

KludeIn’s Existing Charter provides that if KludeIn does not complete an initial business combination by January 11, 2023 (unless extended by KludeIn’s stockholders), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of KludeIn’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to KludeIn’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to KludeIn’s warrants, which will expire worthless if KludeIn fails to complete an initial business combination within the required period.

KludeIn’s current directors’ and executive officers’ affiliates own shares of KludeIn Common Stock and warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 4,312,500 KludeIn Class B Shares held by the Insiders, that were acquired for an aggregate purchase price of $25,000 prior to KludeIn’s IPO, would be worthless because the holders are not entitled to participate in any redemption with respect to such shares. Further, the Sponsor purchased an aggregate of 5,200,000 Private Placement Warrants at a price of $1.00 per warrant, simultaneously with the consummation of KludeIn’s IPO, for an aggregate purchase price of $5,200,000. Even if the trading price of KludeIn Class A Shares was as low as approximately $1.21 per share (assuming no value is attributed to the Private Placement Warrants), the value of the Founder Shares would be equal to such parties’ initial investment in KludeIn. The KludeIn Class B Shares and the Private Placement Warrants (including the shares underlying the Private Placement Warrants) will become worthless if KludeIn does not consummate a business combination by January 11, 2023 (unless extended by KludeIn’s stockholders). On the other hand, if the Business Combination is consummated, each outstanding KludeIn Class B Share will convert into one KludeIn Class A Share, at the closing and each outstanding KludeIn warrant will become a New Near Warrant. Such shares and warrants had an aggregate market value of approximately $43.7 million and approximately $520,000, respectively, based upon the closing price of $10.13 per share and $0.10 per warrant on Nasdaq on the Record Date.

As such, the Insiders will benefit from the completion of a business combination and may be incentivized to complete an acquisition on terms less favorable to stockholders rather than liquidate. In addition, based on the difference in the purchase price of approximately $0.005 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in KludeIn’s IPO, the Insiders may earn a positive rate of return even if the share price of New Near after the Closing falls below the price initially paid for the units in the IPO and the public stockholders experience a negative rate of return following the Closing of the Business Combination. In the event that a business combination is not effected, the Insiders will not be entitled to any reimbursement of funds invested in KludeIn. In total, the Insiders have invested $5,225,000 for securities that would be worthless absent the completion of a business combination. As of
September 30, 2022, the Sponsor, its affiliates and KludeIn’s officers and directors have loans outstanding of $1,072,500 to KludeIn.

These financial interests may have influenced the decision of the KludeIn Board and officers to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of the KludeIn Board to vote for the Business Combination Proposal and other proposals, its stockholders should consider these interests. See the section of this proxy statement/prospectus entitled “Proposal 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from holders of KludeIn Common Stock, which may influence the vote on the Business Combination Proposal and reduce the public float of the KludeIn Class A Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding KludeIn or its securities, KludeIn’s Insiders, Near and/or their respective affiliates may purchase Public Shares and/or Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of KludeIn Common Stock. In such transactions, the purchase price for the KludeIn Common Stock will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the KludeIn Common Stock they acquire in such transactions. However, any KludeIn Common Stock acquired by the persons described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, KludeIn will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of KludeIn Class A Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of KludeIn Class A Shares for which KludeIn has received redemption requests.

Entering into any such incentive arrangements may have a depressive effect on the KludeIn Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public float of KludeIn Class A Shares or warrants and the number of beneficial holders of KludeIn securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of KludeIn securities on a national securities exchange.

If a stockholder fails to receive notice of KludeIn’s offer to redeem our Public Shares in connection with KludeIn’s initial business combination, or fails to comply with the procedures for submitting or tendering such stockholder’s shares, such shares may not be redeemed.

Despite KludeIn’s compliance with the proxy rules, if a stockholder fails to receive its proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to, at the holder’s option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically at least two business days prior to the Special Meeting. In addition, a public stockholder seeking redemption of its Public Shares must also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholder fails to comply with these or any other procedures disclosed in this proxy statement/prospectus, its shares may not be redeemed.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the

time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in our ability to complete the Business Combination.

Neither KludeIn nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Business Combination consideration in the event that any of the representations and warranties made by Near in the Merger Agreement ultimately proves to be materially inaccurate or incorrect.

The representations and warranties made by Near and KludeIn to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, KludeIn and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Business Combination consideration if any representation or warranty made by Near in the Merger Agreement proves to be materially inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, KludeIn would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Either KludeIn or Near may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Merger Agreement.

Either KludeIn or Near may agree to waive, in whole or in part, some of the conditions to our obligations to consummate the Business Combination or certain of the other transactions contemplated by the Merger Agreement, to the extent permitted by KludeIn’s and Near’s organizational documents and applicable laws. For example, it is a condition to our obligations to consummate the Business Combination that certain of Near’s representations and warranties are true and correct in all respects as of the Closing Date (subject to certain materiality qualifiers). However, if the KludeIn Board determines that it is in the best interest of the KludeIn stockholders to waive any such breach, then the board may elect to waive that condition and consummate the Business Combination. No party is permitted to waive the condition that KludeIn stockholders approve the Business Combination Proposal.

The ability of KludeIn stockholders to exercise redemption rights with respect to a large number of Public Shares may not allow KludeIn to complete the Business Combination or optimize its capital structure.

The Merger Agreement provides that Near’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, KludeIn has cash and cash equivalents, at least equal to $95,000,000 (after deducting any amounts paid to KludeIn’s stockholders that exercise their redemption rights in connection with the Business Combination and subject to other terms set forth in the Merger Agreement), which condition is for the sole benefit of Near.

If a larger number of shares are submitted for redemption than KludeIn currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in the Existing Charter or to satisfy the Minimum Cash Condition, KludeIn may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to KludeIn. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

KLUDEIN SPECIAL MEETING IN LIEU OF 2022 ANNUAL MEETING OF STOCKHOLDERS

General

KludeIn is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the KludeIn Board for use at the Special Meeting of its stockholders to be held on [        ], 2022 and at any adjournment or postponement thereof. This proxy statement/prospectus provides KludeIn’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on [        ], 2022, at 10:00 a.m., Eastern Time, via a virtual meeting, or at such other time, on such other date and at such place to which the meeting may be postponed or adjourned. On or about [        ], 2022, KludeIn commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the Special Meeting. In light of the ongoing COVID-19 pandemic and to support the well-being of KludeIn’s stockholders, management, employees and the community, the Special Meeting will be virtual. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live audio webcast by visiting https://www.cstproxy.com/[•]. You will need the control number that is printed on your proxy card to enter the Special Meeting. KludeIn recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

Purpose of the Special Meeting

At the Special Meeting, KludeIn stockholders are being asked to vote on the following proposals:

1.      the NTA Proposal;

2.      the Business Combination Proposal;

3.      the Charter Proposal;

4.      the Governance Proposals;

5.      the Nasdaq Proposal;

6.      the Equity Incentive Plan Proposal;

7.      the Director Election Proposal; and

8.      the Adjournment Proposal (if necessary).

Each of the Required Proposals and the NTA Proposal is conditioned on the approval of the Business Combination Proposal and the Business Combination Proposal is conditioned on the approval of the other Required Proposals (which do not include the NTA Proposal, Governance Proposals or the Adjournment Proposal).

Record Date; Persons Entitled to Vote

The KludeIn Board has fixed the close of business on November 28, 2022, as the record date for determining KludeIn stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the record date, there were 14,716,894 shares of KludeIn Common Stock outstanding and entitled to vote, of which 10,404,394 are KludeIn Class A Shares and 4,312,500 are KludeIn Class B Shares. Each share of KludeIn Common Stock is entitled to one vote per share at the Special Meeting.

KludeIn has entered into an agreement with the Insiders pursuant to which each has agreed to vote any shares of KludeIn Common Stock owned by it in favor of the Business Combination Proposal.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of KludeIn stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of KludeIn Common Stock entitled to vote as of the record date at the Special Meeting is represented virtually or by proxy. Abstentions will be counted as present

for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 29.3% of the issued and outstanding shares of KludeIn Common Stock, will count towards this quorum. As of the Record Date, 7,358,448 shares of KludeIn Common Stock would be required to be present at the special Meeting virtually or by proxy to achieve a quorum.

Approval of the NTA Proposal requires the affirmative vote of holders of sixty-five percent (65%) of the issued and outstanding shares of KludeIn Common Stock, voting together as a single class. Approval of the Business Combination Proposal, the Governance Proposals (each of which is a non-binding, advisory vote), the Nasdaq Proposal and the Equity Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class, at a meeting at which a quorum is present. Directors are elected by a plurality of the votes cast, in person (which would include presence at the virtual Special Meeting) or by proxy. This means that the nominees who receive the most affirmative votes will be elected. Approval of the Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of KludeIn Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class, regardless of whether a quorum is present.

Consummation of the Business Combination is conditioned on the approval of each of the Required Proposals and each of the Required Proposals and the NTA Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. It is important for you to note that in the event that each of the Required Proposals does not receive the requisite vote for approval, then the Business Combination may not be consummated. If KludeIn does not consummate the Business Combination and fails to complete an initial business combination by January 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Recommendation of the KludeIn Board

The KludeIn Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of KludeIn and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The KludeIn Board unanimously recommends that KludeIn’s stockholders vote “FOR” the NTA Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the election of the director nominees and “FOR” the Adjournment Proposal (if necessary).

When you consider the recommendation of the KludeIn Board in favor of approval of these proposals, you should keep in mind that KludeIn’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder of KludeIn. These interests include, among other things:

•        Mini Krishnamoorthy will be a KludeIn designee to the New Near Board upon the effectiveness of the Business Combination. As a director, in the future, Ms. Krishnamoorthy may receive any cash fees, stock options or stock awards that the New Near Board determines to pay to its directors;

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KludeIn Class A Shares for cash and, subject to the approval of its remaining stockholders and the KludeIn Board, dissolving and liquidating. In such event, the 4,312,500 Founder Shares held by the Insiders and which were acquired for an aggregate purchase price of $25,000 prior to KludeIn’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares (while the Founder Shares are not the same as the KludeIn Class A Shares, are subject to certain restrictions that are not applicable to the KludeIn Class A Shares, and may become worthless if KludeIn does not complete a business combination by January 11, 2023, the aggregate value of the 4,312,500 Founder Shares owned by KludeIn’s Insiders is estimated to be approximately $43.7 million, assuming the per share value of the Founder Shares is the same as the

$10.13 closing price of the KludeIn Class A Shares on Nasdaq on November 28, 2022, the record date for the Special Meeting, and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination);

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), the 5,200,000 Private Placement Warrants held by the Sponsor, in which certain of KludeIn’s officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $5.2 million in a private placement that took place simultaneously with the consummation of KludeIn’s IPO, would become worthless (although the Private Placement Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,200,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $520,000, assuming the per warrant value of the Private Placement Warrants is the same as the $0.10 closing price of the Public Warrants on Nasdaq on November 28, 2022, the record date for the Special Meeting);

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of third parties for services rendered or products sold to KludeIn to below $10.00 per Public Share. If KludeIn consummates a business combination, on the other hand, KludeIn will be liable for all such claims;

•        the Sponsor, as well as KludeIn’s officers and directors, and their affiliates, are entitled to reimbursement of certain out-of-pocket expenses incurred by them in connection with identifying, investigating, negotiating and completing a business combination. However, if KludeIn fails to consummate a business combination by January 11, 2023 (unless extended by KludeIn’s stockholders), they will not have any claim against the Trust Account for reimbursement. Accordingly, KludeIn may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within such period (as of September 30, 2022, KludeIn’s officers and directors have incurred an aggregate of approximately $48,700 in reimbursable out-of-pocket expenses);

•        the fact that the Sponsor, directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if KludeIn fails to complete an initial business combination by January 11, 2023 (unless extended by KludeIn’s stockholders);

•        the fact that on January 21, 2022, KludeIn issued the Sponsor January Promissory Note for working capital expenses. As of September 30, 2022, KludeIn had drawn down $1,072,500 under the Sponsor January Promissory Note. If the Business Combination or another initial business combination is not consummated, the Sponsor January Promissory Note, which note may be repaid in cash or, at the election of the Sponsor, in the form of warrants of KludeIn with terms equivalent to the terms of outstanding Private Placement Warrants, at the closing of the Business Combination, may not be repaid to Sponsor, in whole or in part;

•        the fact that on July 7, 2022, KludeIn issued the Extension Note to the Sponsor. As of November 28, 2022, $1,373,380 was outstanding under the Extension Note. If the Business Combination or another initial business combination is not consummated, the Extension Note may not be repaid to Sponsor, in whole or in part;

•        if the Trust Account is liquidated, including in the event KludeIn is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable if and to the extent any claims by a third-party for services rendered or products sold to KludeIn, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the Insiders are obligated to vote in favor of the proposals at the Special Meeting, regardless of how public stockholders vote; and

•        KludeIn’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the Sponsor will enter into the A&R Registration Rights Agreement at closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination.

In addition to the interests of the Insiders in the Business Combination, stockholders should be aware that the IPO Underwriters have financial interests that are different from, or in addition to, the interests of KludeIn’s stockholders.

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $6,037,500 of deferred underwriting commissions. The IPO Underwriters have not provided any service in connection with the Business Combination and such deferred commissions are attributable solely to their services in connection with the KludeIn IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event KludeIn does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and KludeIn is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to KludeIn’s public stockholders upon its liquidation.

In addition, in connection with the Extension Amendment, KludeIn issued the Near Extension Note to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of November 28, 2022, an aggregate of $1,716,725 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the first five months of the extension. If the Business Combination or another initial business combination is not consummated, the Near Extension Note may not be repaid to Near, in whole or in part.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum and will have the same effect as a vote “AGAINST” the Charter Proposal only.

Under Nasdaq rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Special Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Special Meeting without your instruction.

Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so KludeIn does not expect there to be any broker non-votes at the Special Meeting.

Voting Your Shares

If you were a holder of record of KludeIn Common Stock as of the close of business on November 28, 2022, the record date for the Special Meeting, you may vote with respect to the Proposals virtually at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy

card shows the number of KludeIn Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your KludeIn Common Stock at the Special Meeting:

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on            , 2022.

Voting at the Meeting Virtually.    If you attend the Special Meeting, you may vote virtually. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote virtually, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically.    You may attend, vote and examine the list of stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/[•] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify KludeIn’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting virtually, revoke your proxy, and vote online as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

No Additional Matters May be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the NTA Proposal, the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal (if necessary). Under KludeIn’s bylaws, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of KludeIn Common Stock, you may call Morrow Sodali, the proxy solicitation agent for KludeIn, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at INKA.info@investor.morrowsodali.com.

Redemption Rights

Holders of KludeIn Class A Shares may seek to redeem their KludeIn Class A Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding KludeIn Class A Shares may demand that KludeIn redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.26 per share, including interest not previously released to KludeIn to pay taxes, as of November 28, 2022, the record date for the meeting), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Near is consummated, KludeIn will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of KludeIn Class A Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the KludeIn Class A Shares sold in KludeIn’s IPO. Accordingly, all KludeIn Class A Shares in excess of 15% of the shares of KludeIn Class A Shares sold in KludeIn’s IPO held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Insiders have agreed, for no additional consideration, to waive any redemption rights with respect to any shares of KludeIn Common Stock (including the Founder Shares) in connection with the Business Combination.

The Founder Shares and the Private Placement Warrants have no redemption rights upon KludeIn’s liquidation and will be worthless if no business combination is effected by KludeIn by January 11, 2023 (unless extended by KludeIn’s stockholders). However, the Sponsor is entitled to redemption rights upon KludeIn’s liquidation with respect to any KludeIn Class A Shares they may own. Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to KludeIn’s transfer agent two business days prior to the Special Meeting. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

KludeIn’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
One State Street — Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with KludeIn’s consent, until the consummation of the Business Combination, or such other date as determined by the KludeIn Board. If you deliver your shares for redemption to KludeIn’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that KludeIn’s transfer agent return the shares (physically or electronically).

If the Business Combination is not approved or completed for any reason, then KludeIn’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, KludeIn will promptly return any shares delivered by public holders. Unless the NTA Proposal is approved and adopted, KludeIn will only redeem KludeIn Class A Shares if KludeIn has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) immediately prior to or upon consummation of the Business Combination. If the Minimum Cash Condition would not be satisfied, KludeIn will not be able to consummate the Business Combination.

The closing price of KludeIn Class A Shares on November 28, 2022, the record date for the Special Meeting, was $10.13 per share. The cash held in the Trust Account on such date was approximately $106.7 million (including interest not previously released to KludeIn to pay taxes) ($10.26 per Public Share). Prior to exercising redemption rights, stockholders should verify the market price of KludeIn Class A Shares as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. KludeIn cannot assure its stockholders that they will be able to sell their KludeIn Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of KludeIn Class A Shares exercises such holder’s redemption rights, then such holder be exchanging such holder’s KludeIn Class A Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to KludeIn’s transfer agent prior to the vote at the Special Meeting, and the Business Combination is consummated.

For a discussion of the material U.S. federal income tax considerations for stockholders with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Considerations.” The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

Appraisal rights are not available to holders of shares of KludeIn Common Stock in connection with the Business Combination.

Proxy Solicitation Costs

KludeIn is soliciting proxies on behalf of the KludeIn Board. This solicitation is being made by mail but also may be made by telephone or in person. KludeIn and its directors, officers and employees may also solicit proxies online. KludeIn will file with the SEC all scripts and other electronic communications used in the solicitation as proxy soliciting materials. KludeIn will bear the cost of the solicitation.

KludeIn has hired Morrow Sodali to assist in the proxy solicitation process for the Special Meeting. KludeIn will pay to Morrow Sodali an approximate fee of $20,000, plus disbursements We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

Ownership of Insiders

As of November 28, 2022, the record date for the Special Meeting, the Insiders owned of record and were entitled to vote an aggregate of 4,312,500 Founder Shares that were issued prior to KludeIn’s IPO. Such shares currently constitute approximately 29.3% of the outstanding shares of KludeIn Common Stock. The Insiders have agreed to vote the Founder Shares and any other shares of KludeIn Common Stock they own in favor of the Business Combination and the Sponsor has agreed to vote its shares of KludeIn Common Stock in favor of each of the proposals being presented at the Special Meeting. The Founder Shares and Private Placement Warrants have no right to participate in any redemption distribution and will be worthless if no business combination is effected by KludeIn.

PROPOSAL NO. 2: THE BUSINESS COMBINATION PROPOSAL

Overview

We are asking our stockholders to adopt and approve the Merger Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). KludeIn stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement (as amended by the Merger Agreement Amendment and as may be further amended and supplemented from time to time) and the transactions contemplated thereby. A copy of the Merger Agreement is attached as Annex B-1 and a copy of the Merger Agreement Amendment is attached as Annex B-2 to this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “— The Merger Agreement” for additional information and a summary of certain terms of the Merger Agreement. You are urged to carefully read the Merger Agreement (as amended by the Merger Agreement Amendment and as may be further amended and supplemented from time to time) in its entirety before voting on this proposal.

Because we are holding a stockholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of a majority of the votes cast by holders of KludeIn Common Stock, voting together as a single class at a stockholder meeting held to consider the Business Combination at which a quorum is present.

The Merger Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement (as amended by the Merger Agreement Amendment and as may be further amended and supplemented from time to time). A copy of the Merger Agreement is attached as Annex B-1 and a copy of the Merger Agreement Amendment is attached as Annex B-2 to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure schedules (the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about KludeIn, the Sponsor, the Merger Subs, Near or any other matter.

On May 18, 2022, KludeIn entered into the Merger Agreement with Merger Sub 1, Merger Sub 2 and Near. If the Merger Agreement and certain transactions contemplated thereby, including the issuance of KludeIn Class A Shares to be issued in connection with the Business Combination, are approved by KludeIn’s stockholders, (i) Merger Sub 1 will merge with and into Near, with Near surviving the merger as a wholly-owned subsidiary of KludeIn, 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. In connection with the Mergers, KludeIn will change its corporate name to “Near Intelligence, Inc.” or such other name as is agreed by KludeIn and Near. In this proxy statement/prospectus, when we refer to “Near”, we mean Near prior to the consummation of the Mergers, and when we refer to “New Near”, we mean “Near Intelligence, Inc.”, which is KludeIn under its new corporate name after the consummation of the Mergers.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing of the Business Combination, including the Near Stockholder Support Agreements, the Sponsor Support Agreement, the Lock-Up Agreements, the A&R Registration Rights Agreement, the Non-Competition Agreements and the Common Stock Purchase Agreement (each as defined in this proxy statement/prospectus). See the section of this proxy statement/prospectus entitled “— Related Agreements” for additional information.

Consideration to Near Equityholders in the Business Combination

The Merger Consideration payable to Near security holders from KludeIn at the First Effective Time will have an aggregate value equal to, without duplication, (i) the Company Base Value, (ii) minus (or plus, if negative), the closing net debt of Near as of the Reference Time, (iii) (x) plus, in the event that the closing net working capital amount of Near as of the Reference Time exceeds the target net working capital amount of Near equal to $5,000,000, the difference between the closing net working capital amount and the target net working capital amount of Near, or (y) minus, in the event that the closing net working capital amount of Near as of the Reference Time is less than the target net working capital amount of Near equal to $5,000,000, the difference between the Closing net working capital amount of Near and the target net working capital amount of Near, and (iv) minus the amount of any unpaid transaction expenses of Near.

At the First Effective Time, the Merger Consideration to be paid to the Near equity holders will be paid solely by the delivery of new KludeIn securities in accordance with the Conversion Ratio which is equal to the quotient of (x) the Merger Consideration, divided by (y) the product of (i) the fully-diluted capital stock of Near (treating Near’s preferred stock and convertible securities on an as-exercised and/or as-converted basis (and, solely with respect to Near’s convertible securities, calculated using the treasury stock method of accounting), but excluding any securities of Near held by any Target Company immediately prior to the Closing) immediately prior to the Closing, multiplied by (ii) $10.00. In accordance with the terms and subject to the conditions of the Merger Agreement, (i) each share of Near’s capital stock outstanding as of immediately prior to the First Effective Time will be converted into a right to receive a number of KludeIn Class A Shares (with each valued at $10.00 per share), (ii) each outstanding Near restricted stock unit (whether vested or unvested) will be assumed by KludeIn and converted into an Assumed RSU to be issued under the 2022 Plan, and such Assumed RSUs will continue to be subject to substantially the same terms and conditions set forth in the RSU Plan, (iii) each outstanding Near warrant (whether vested or unvested) will be assumed by KludeIn and converted into a corresponding Assumed Warrant, and such Assumed Warrants will continue to have and be subject to substantially the same terms and conditions as were applicable to such Near warrant immediately prior to the First Effective Time. As of the date of this proxy statement/prospectus, the Conversion Ratio was approximately [•].

Use of Transaction Proceeds

The transaction proceeds will be used by New Near for general corporate purposes after payment of transaction expenses of KludeIn and Near in connection with the Business Combination.

Closing and Effective Time of the Business Combination

The Closing of the transactions contemplated by the Merger Agreement is required to take place electronically by exchange of the closing deliverables in no event later than the second business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described below under the section entitled “— Conditions to Closing of the Business Combination” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as KludeIn and Near may agree in writing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Merger Agreement to consummate the transactions contemplated by the Merger are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists of the following conditions:

•        the KludeIn Stockholder Approval being obtained;

•        the Near Stockholder Approval being obtained;

•        the receipt of all consents required to be obtained from or made with any governmental authority in order to consummate the Business Combination;

•        no governmental authority having enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the Business Combination or agreements contemplated by the Merger Agreement illegal or which otherwise prevents or prohibits consummation of the Business Combination;

•        the members of the New Near Board having been elected or appointed as of the Closing consistent with the requirements of the Merger Agreement; and

•        the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC, and no stop order or similar order being in effect with respect to this proxy statement/prospectus or the registration statement.

Other Conditions to the Obligations of Near.    The obligations of Near to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Near of the following additional conditions:

•        the representations and warranties provided by KludeIn being true and correct as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except for any failures to be true and correct that (without giving effect to any qualifications as to materiality or Material Adverse Effect), individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to KludeIn;

•        KludeIn having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by KludeIn under the Merger Agreement;

•        no Material Adverse Effect having occurred with respect to KludeIn from the date of the execution of the Merger Agreement which is continuing and uncured;

•        KludeIn having cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any funded Transaction Financing, prior to the payment of KludeIn’s unpaid Purchaser Transaction Expenses due at the Closing and before repayment of any loans owed by KludeIn to the Sponsor or other amounts due at the Closing, at least equal to Ninety-Five Million U.S. Dollars ($95,000,000) less the aggregate amount of proceeds of any Permitted Equity Financing and any Permitted Debt that is eligible for drawdown by any Target Company following the Closing or previously has been drawn down by any Target Company prior to the Closing (including amounts in escrow that would be eligible to be requested by any Target Company following the Closing);

•        Near having received a copy of the New Near Charter, certified by the Secretary of State of the State of Delaware;

•        Near having received a certificate executed by an authorized officer of KludeIn confirming that the conditions set forth in the first three bullet points of this section have been satisfied;

•        Near having received a certificate executed by a secretary or other executive officer of KludeIn certifying as to certain documentation relating to KludeIn;

•        Near having received a certificate of good standing certified as of a date no longer than 30 days prior to the Closing Date from the proper governmental authority of KludeIn’s jurisdiction of organization and from each other jurisdiction in which KludeIn is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions; and

•        The KludeIn Class A Shares to be issued in the Business Combination having been approved for listing on Nasdaq, subject only to official notice of issuance.

Other Conditions to the Obligations of the KludeIn Parties.    The obligations of KludeIn and the Merger Subs (collectively, the “KludeIn Parties”) to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by KludeIn (on behalf of itself and the other KludeIn Parties) of the following additional conditions:

•        the representations and warranties provided by Near being true and correct as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except for any failures to be true and correct that (without giving effect to any qualifications as to materiality or Material Adverse Effect), individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to Near and its subsidiaries, taken as a whole;

•        Near having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by Near under the Merger Agreement;

•        no Material Adverse Effect having occurred with respect to the Target Companies taken as a whole from the date of the execution of the Merger Agreement which is continuing and uncured;

•        the Lock-Up Agreements, the A & R Registration Rights Agreement and the Non-Competition Agreement being in full force and effect in accordance with the terms thereof as of the Closing;

•        KludeIn having received a certificate executed by an authorized officer of Near confirming that the conditions set forth in the first three bullet points in this section have been satisfied;

•        KludeIn having received a certificate executed by a secretary or other executive officer of Near certifying as to certain documentation relating to Near; and

•        KludeIn having received a certificate of good standing certified as of a date no longer than 30 days prior to the Closing Date from the proper governmental authority of Near’s jurisdiction of organization and from each other jurisdiction in which Near is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

Representations and Warranties

Under the Merger Agreement, the KludeIn Parties made customary representations and warranties to Near relating to, among other things: organization and standing; authorization; binding agreement; governmental approvals; non-contravention; capitalization; SEC filings and KludeIn financials; absence of certain changes; compliance with laws; actions; orders; permits; taxes and returns; employees and employee benefit plans; properties; material contracts; transactions with affiliates; merger subs activities; Investment Company Act; JOBS Act; finders and brokers; ownership of merger consideration; certain business practices; insurance; independent investigation; common stock financing; and no other representations.

Under the Merger Agreement, Near made customary representations and warranties to KludeIn relating to, among other things: organization and standing; authorization; binding agreement; capitalization; subsidiaries; governmental approvals; non-contravention; financial statements; absence of certain changes; compliance with laws; company permits; litigation; material contracts; intellectual property; taxes and returns; real property; title to and sufficiency of assets; employee matters; benefit plans; environmental matters; transactions with related persons; company insurance; books and records; significant customers; certain business practices; Investment Company Act; finders and brokers; independent investigation; information supplied; and no other representations.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of Near and the KludeIn Parties are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of Near and the KludeIn Parties are qualified in whole or in part by a “Material Adverse Effect” standard for purposes of determining whether a breach of such representations and warranties has occurred.

Covenants of the Parties

Certain Covenants of Near

Near made certain covenants under the Merger Agreement, including, among others, the following:

Except as expressly contemplated by the Merger Agreement, any of the other Ancillary Documents or the Contribution Documents, as required by applicable law (including COVID-19 Measures) or for implementation of the Permitted Secondary Sales, the Reorganization, Permitted Debt, the Permitted Equity Financing or as set in Near disclosure schedules or as consented to in writing by KludeIn (such consent not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement through the Closing or termination of the Merger Agreement (the “Interim Period”):

•        Near will, and will cause its respective subsidiaries to, conduct their respective businesses, in all material respects, in the ordinary course, consistent with past practice and to comply with all laws applicable to Near and its subsidiaries; and

•        Near will not, and will cause its subsidiaries not to, do any of the following:

•        amend, waive or otherwise change, in any respect, its organizational documents, except as required by applicable law;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $1,000,000, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any indebtedness, liability or obligation of any person in excess of $1,000,000;

•        (i) materially increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, or in connection with the re-location of such employees, and in the aggregate by more than fifteen percent (15%), provided that any such increase in wages, salary or compensation of an executive officer of Near shall not be increased by more than fifteen percent (15%) of his or her individual wages, salary or compensation as of the date of the Merger Agreement unless such increase is directly related to his or her re-location approved by Near; or (ii) make or commit to make any material bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any benefit plan of Near with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable law, pursuant to the terms of any company benefit plans or in the ordinary course of business, consistent with past practice;

•        make or rescind any material election relating to taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to a material amount of taxes, file any amended material tax return or claim for refund for a material amount of taxes, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in compliance with GAAP;

•        transfer or license to any person or permit to lapse or fail to maintain any material Near registered intellectual property (excluding non-exclusive licenses of Near intellectual property in the ordinary course of business consistent with past practice), or disclose to any person who has not entered into a confidentiality agreement or subject to confidentiality obligations any material trade secrets owned by Target Companies;

•        terminate, or waive or assign any material right under, any Near material contract or enter into any contract that would be a Near material contract, in any case outside of the ordinary course of business consistent with past practice;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

•        revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with Near’s outside auditors;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Merger Agreement or the transactions contemplated thereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Near or its subsidiaries or their respective affiliates) not in excess of $1,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any actions, liabilities or obligations (other than in connection with the payment, discharge or satisfaction of existing indebtedness in connection with any Permitted Debt), unless such amount has been reserved in Near’s financial statements;

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets in excess of $5,000,000 for each instance outside the ordinary course of business consistent with past practice or pursuant to any Near material contract;

•        unless such amount has been reserved in Near’s financial statements, make capital expenditures in excess of $1,000,000, individually for any project (or set of related projects) or $5,000,000 in the aggregate (excluding, for the avoidance of doubt, incurring any Near’s transaction expenses);

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $1,000,000 individually or $5,000,000 in the aggregate other than the incurrence of any Near’s transaction expenses or any liability or obligation pursuant to the terms of a Near material contract or benefit plan of Near, in any case outside of the ordinary course of business consistent with past practice;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, in any case outside of the ordinary course of business consistent with past practice;

•        enter into any agreement, understanding or arrangement with respect to the voting of equity securities of Near;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Merger Agreement;

•        accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice;

•        enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); or

•        authorize or agree to do any of the foregoing actions.

•        Near will deliver certain financial statements to KludeIn prior to the Closing.

•        To the extent reasonably requested by KludeIn, Near will use reasonable best efforts to cause certain persons to enter into employment agreements, in each case effective as of the Closing.

•        For a period of six years after the Second Effective Time, New Near will cause its organizational documents to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to indemnified directors and officers of the parties than are set forth as of the date of the Merger Agreement in the organizational documents of KludeIn, the Merger Subs and Near to the extent permitted by applicable law.

•        Near will use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable in order to consummate the Reorganization prior to the Closing.

•        As promptly as practicable after the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC, Near will duly call for and give notice of a stockholders’ meeting or seek the written consent of its stockholders for the purposes of obtaining the Near Stockholder Approval.

•        Near and its representatives will reasonably cooperate with KludeIn in connection with KludeIn’s efforts to obtain any Transaction Financing necessary to cause the Minimum Cash Condition to be satisfied or otherwise deemed necessary or appropriate in connection with the Business Combination.

Certain Covenants of KludeIn

KludeIn made certain covenants under the Merger Agreement, including, among others, the following:

Except as expressly contemplated by the Merger Agreement, any of the other Ancillary Documents, as required by applicable law (including COVID-19 Measures) or as set in KludeIn disclosure schedules or as consented to in writing by Near (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period:

•        KludeIn will, and will cause its subsidiaries to, conduct their respective businesses, in all material respects, in the ordinary course, consistent with past practice and to comply with all laws applicable to KludeIn and its subsidiaries; provided however that nothing in the Merger Agreement shall prohibit or restrict KludeIn to obtain Extension(s), and no consent of any other party shall be required in connection therewith; and

•        KludeIn will not, and will cause its subsidiaries not to, do any of the following (except as contemplated by any Transaction Financing):

•        amend, waive or otherwise change, in any respect, its organizational documents except as required by applicable law;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities

convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $200,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any person (provided, that this shall not prevent KludeIn from borrowing funds necessary to finance its (i) ordinary course administrative costs and expenses or incurring expenses in connection with the consummation of the First Merger and the other transactions contemplated by the Merger Agreement (including any Transaction Financing) in the aggregate in an amount not to exceed $1,000,000, and (ii) costs and expenses, including for the avoidance of doubt in connection with any changes to insurance, necessary for an Extension (such expenses, “Extension Expenses”);

•        make or rescind any material election relating to taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to a material amount of taxes, file any amended material tax return or claim for refund for a material amount of taxes, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in compliance with GAAP;

•        amend, waive or otherwise change that certain Investment Management Trust Agreement, dated as of January 6, 2021, as it may be amended, by and between KludeIn and CST, in its capacity as the trustee, as well as any other agreements entered into related to or governing the Trust Account in any manner adverse to KludeIn;

•        terminate, waive or assign any material right under any KludeIn material contract;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

•        revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting KludeIn’s outside auditors;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Merger Agreement or the transactions contemplated thereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, KludeIn or its subsidiaries), or otherwise pay, discharge or satisfy any actions, liabilities or obligations, unless such amount has been reserved in KludeIn’s financial statements;

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        make capital expenditures (excluding, for the avoidance of doubt, incurring any transaction expenses of KludeIn);

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the First Merger);

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate (excluding the incurrence of any transaction expenses of KludeIn or Extension Expenses);

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

•        enter into any agreement, understanding or arrangement with respect to the voting of KludeIn’s securities;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Merger Agreement; or

•        authorize or agree to do any of the foregoing actions.

•        KludeIn will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities laws and shall use its commercially reasonable efforts prior to the Closing to maintain the listing of the KludeIn Units, the KludeIn Class A Shares and the Public Warrants on Nasdaq.

•        As soon as practicable following this registration statement “clearing” comments from the SEC and the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC, and in any event within ten business days of such finalization and effectiveness, KludeIn shall distribute the proxy statement to KludeIn’s stockholders, and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL for a date no later than 30 days following the effectiveness of this registration statement.

•        Subject to certain exceptions, prior to the Closing, KludeIn will be permitted to obtain tail directors’ and officers’ liability insurance coverage for the benefit of KludeIn and its directors and officers with respect to matters occurring on or prior to the First Effective Time and if purchased, KludeIn shall keep such policy in effect for six years from the Second Effective Time.

•        KludeIn agreed to use commercially reasonable efforts to obtain any Transaction Financing in order to cause the minimum cash closing condition to be satisfied.

•        Prior to the effectiveness of this registration statement, the KludeIn Board shall approve and adopt the 2022 Plan, effective as of the Closing Date. See the section of this proxy statement/prospectus entitled “Proposal No. 6: The Equity Incentive Plan Proposal” for additional information.

•        KludeIn will seek to obtain the approval of its stockholders for the Permitted Extension on a month-by-month basis; provided that KludeIn agrees to seek such extension for the Prescribed Extension Period.

Mutual Covenants of the Parties

The parties made certain covenants under the Merger Agreement, including, among others, agreeing to:

•        use commercially reasonable efforts to consummate the Business Combination;

•        give prompt notice to the other parties of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any conditions to the Closing not to be satisfied or (ii) of any notice or other communication from any governmental authority which is reasonably likely to have a material impact on the ability of the parties to consummate the Business Combination or to materially delay the timing thereof;

•        notify the other parties in writing promptly after learning of any stockholder demands or other stockholder proceedings relating to the Merger Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with each other party in connection therewith;

•        keep certain information confidential;

•        make relevant public announcements;

•        use reasonable best efforts to cause the Mergers to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986 (the “Code”); and

•        cooperate in connection with certain tax matters and filings.

Registration Statement on Form S-4

KludeIn and Near agreed that KludeIn will prepare, with the reasonable assistance of Near, and KludeIn will file with the SEC, the registration statement on Form S-4 of which this proxy statement/prospectus forms a part to solicit proxies from KludeIn’s stockholders to approve among other things, the Transaction Proposals relating to the Business Combination.

Directors and Officers of KludeIn Following the Closing

Pursuant to the Merger Agreement Amendment, KludeIn and Near have agreed to will take all necessary action, so that effective as of the Closing, KludeIn’s board of directors will consist of five (5) directors, including (i) one director designated by Near prior to the Closing, (ii) one director designated by KludeIn prior to the Closing, and (iii) three directors who are independent under Nasdaq rules that are mutually agreed to by Near and KludeIn prior to the Closing.

The parties will take all action necessary (including causing the executive officers of KludeIn to resign) so that the individuals serving as the chief executive officer and chief financial officer, respectively, of KludeIn immediately after the Closing will be the same individuals (in the same office) as that of Near immediately prior to the Closing (unless KludeIn and Near agree to appoint another qualified person to either such role, in which case, such other individual shall serve in such role).

No Solicitation of Acquisition Proposals

Each party also agreed during the Interim Period not to solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transaction, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers or requests for information; provided that during the Interim Period, the Permitted Equity Financing and any Permitted Secondary Sale should be permitted.

No Change of Recommendation of the KludeIn Board

KludeIn agreed not to change its board recommendation to its stockholders unless at any time prior to obtaining the KludeIn Stockholder Approval, KludeIn Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that, in response to a Purchaser Intervening Event, it must make a change of recommendation in order for KludeIn Board to comply with its fiduciary duties under applicable law.

Extensions

KludeIn agreed to seek to obtain the approval of its stockholders to obtain the Permitted Extension to extend the deadline by which it must complete its initial business combination for a period of up to six months, with such extension to be effectuated on a monthly basis, provided that KludeIn has agreed under the Merger Agreement to seek such extension for the first three monthly periods of the Permitted Extension Period.

On July 7, 2022, KludeIn’s stockholders approved the Extenssion Amendment, which extended the date by which KludeIn must consummate its initial business combination from July 11, 2022 to January 11, 2023 (or such earlier date following the Prescribed Extension Period as determined by the KludeIn’s Board). Following the Prescribed Extension Period, the KludeIn Board will determine whether to extend such date for each additional month of the Permitted Extension Period. If KludeIn’s initial business combination is not consummated by January 11, 2023, then KludeIn’s existence will terminate, and KludeIn will distribute amounts in the Trust Account as provided in KludeIn’s Amended and Restated Certificate of Incorporation. In connection with the Extension Amendment, KludeIn stockholders

holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay such holders. In connection with the Extension Amendment, on July 7, 2022, KludeIn issued the Extension Note in the aggregate principal amount of up to $2,060,070 to the Sponsor, pursuant to which the Sponsor agreed to provide KludeIn with equal installments of the Extension Funds, or $343,345 to be deposited into the Trust Account for each month in which the date by which KludeIn must consummate its initial business combination is extended, from July 11, 2022 until January 11, 2023. On November 23, 2022, KludeIn issued the Near Extension Note to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of November 28, 2022, an aggregate of $1,716,725 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the first five months of the extension.

On November 29, 2022, KludeIn filed a preliminary proxy statement in connection with a special meeting of its stockholders pursuant to which KludeIn will seek the approval of its stockholders to extend the expiration of the period in which it must complete a business combination from January 11, 2023 to April 11, 2023.

Near Stockholder Approval

Near has agreed that as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC and, in any event within one business day of its effectiveness, it will obtain the Near Stockholder Approval that hold at least the requisite number of issued and outstanding shares of Near capital stock required for the authorization and approval of and consent to, the execution, delivery and performance of the Merger Agreement and each of the Ancillary Documents to which Near is or is required to be a party or bound, and the consummation of the Business Combination, including the First Merger in accordance with the DGCL and Near’s governing documents.

Survival of Representations, Warranties and Covenants

The representations, warranties, agreements and covenants in the Merger Agreement terminate at, and do not survive, the Closing, except for the covenants and agreements relevant to the Closing and any agreements or covenants which by their terms contemplate performance after the Closing.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of KludeIn and Near; (ii) by either KludeIn or Near if any of the conditions to Closing have not been satisfied or waived by the Outside Date; provided that if KludeIn fails to seek an extension for any one-month period following the Prescribed Extension Period, either Near or KludeIn, each by written notice to the other party, shall have the right to terminate the Merger Agreement, provided further that such termination right shall not be available to a party if the breach or violation by such party or its affiliates (or, with respect to Near, its direct or indirect subsidiaries or stockholders) of any representation, warranty, covenant or obligation under the Merger Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; (iii) by either KludeIn or Near if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable (and so long as the terminating party’s failure to comply with any provision of the Merger Agreement has not been a substantial cause of, or substantially resulted in, such action by such governmental authority); (iv) by either KludeIn or Near in the event of the other party’s uncured breach or if any representation or warranty has become untrue or inaccurate, if such breach or inaccuracy would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Merger Agreement) and is uncured and continuing; (v) by KludeIn if there has been a Material Adverse Effect on Near and its subsidiaries taken as a whole following the date of the Merger Agreement that is uncured and continuing; (vi) by either KludeIn or Near if KludeIn does not obtain the KludeIn Stockholder Approval at a special meeting held by KludeIn; (vii) by either KludeIn or Near if Near holds a meeting of its stockholders and the Near stockholders have voted (or Near has sought the written consent of its stockholders) to approve the Merger Agreement and the Ancillary Documents which Near is or is required to be a party or bound and the Business Combination and the Near Stockholder Approval is not obtained; and (viii) by Near if KludeIn’s Board (x) changes, withdraws, withholds, amends, qualifies or modifies, or (privately or publicly) proposes to change, withdraw, withhold, amend, qualify or modify, its determination that the Mergers and other Transactions are fair, advisable and in the best interests of KludeIn and its stockholders, its approval of the

Transactions, or the recommendation to KludeIn’s stockholders in favor of the approval and adoption of the Merger Agreement for any reason in a manner adverse to Near, or (y) fails to include such recommendation in this Registration Statement (or this proxy statement/prospectus in connection with the Business Combination).

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful breach or a claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. The Merger Agreement does not provide for any termination fees, however, if the Closing occurs, then KludeIn will pay, or cause to be paid, all unpaid Near transaction expenses and all unpaid KludeIn transaction expenses. Additionally, Near agreed to be responsible for all filing fees and expenses under any applicable antitrust laws, including the fees and expenses relating to any pre-merger notification required the HSR Act.

Expenses

The fees and expenses incurred in connection with the Merger Agreement and the Ancillary Documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants and administrative costs and expenses, will be paid by the party incurring such fees or expenses; provided that, (i) if the Merger Agreement is terminated in accordance with its terms, Near will pay, or cause to be paid, all unpaid Near expenses and KludeIn will pay, or cause to be paid, all unpaid KludeIn expenses, and (ii) if the Closing occurs, then New Near will pay, or cause to be paid, all unpaid Near expenses and all unpaid KludeIn expenses. Notwithstanding the foregoing, Near has agreed to be responsible for any filing fees and expenses relating to any pre-merger notification required under the HSR Act.

Trust Account Waiver

Near agreed on behalf of itself and its affiliates that neither it nor its affiliates will have any right, title, interest of any kind in or to any monies in KludeIn’s Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Amendments

The Merger Agreement may be amended or modified only by a written instrument signed by KludeIn and Near.

Amendment

On November 3. 2022, KludeIn, Merger Sub 1, Merger Sub 2, and Near entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”).

The Merger Agreement Amendment revises certain provisions of the Merger Agreement to reduce the size of the board of directors of New Near following the Closing from seven directors to five directors, with one director to be designated by KludeIn, 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 KludeIn and Near prior to the Closing.

In addition, the Merger Agreement 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 and up to $100,000,000 of original principal amount of indebtedness pursuant the Financing Agreement and any other financing agreements entered into with the prior written consent of KludeIn.

Pursuant to the Merger Agreement Amendment, the minimum cash condition to Closing was revised such that, upon the Closing, 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 KludeIn’s unpaid expenses and before repayment of any loans owed by KludeIn to

the Sponsor, at least equal to $95,000,000 less the aggregate amount of proceeds of any permitted equity financing and any Permitted Debt of Near (including pursuant to the Financing Agreement) that is eligible for drawdown following the Closing or was previously drawn down prior to the Closing.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, certain of which are filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. Stockholders, warrant holders and other interested parties are urged to read such Related Agreements in their entirety.

Near Stockholder Voting and Support Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn and Near have entered into the Near Stockholder Support Agreements with (i) N Sing, as the sole Near stockholder before the completion of the Reorganization, and (ii) certain N Sing shareholders, who will become the Near stockholders upon the completion of the Reorganization, holding shares of Near capital stock sufficient to approve the Business Combination. Under the Near Stockholder Support Agreements, each Near Support Stockholder agreed to vote all of such stockholder’s securities of Near in favor of the Merger Agreement and the other matters to be submitted to Near stockholders for approval in connection with the Business Combination and each such Near Support Stockholder has agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination, in each case in the manner and subject to the conditions set forth in the Near Stockholder Support Agreements, and to provide a proxy to KludeIn to vote such Near securities accordingly. The Near Stockholder Support Agreements prevent transfers of Near securities held by such Near Support Stockholders between the date of the Near Stockholder Support Agreements and the date of the completion of the Reorganization or the date of the completion of the Reorganization and Closing Date, as applicable, except for certain permitted transfers where the transferee also agrees to comply with the Near Stockholder Support Agreements.

Sponsor Support Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn and Near have entered into the Sponsor Support Agreement with the Sponsor. Under the Sponsor Support Agreement, the Sponsor agreed to vote all of the Sponsor’s securities of KludeIn in favor of the Merger Agreement and the other matters to be submitted to KludeIn stockholders for approval in connection with the Business Combination and the Sponsor has agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination, in each case in the manner and subject to the conditions set forth in the Sponsor Support Agreement, and to provide a proxy to Near to vote such KludeIn shares accordingly. The Sponsor also agreed to waive its anti-dilution rights with respect to the KludeIn Class B Shares held by the Sponsor and redemption right with respect to its KludeIn securities. The Sponsor Support Agreement prevent transfers of KludeIn securities held by the Sponsor thereto between the date of the date of the Sponsor Support Agreement and the Closing Date, except for certain permitted transfers where the transferee also agrees to comply with the Sponsor Support Agreement.

Lock-Up Agreements

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn entered into the Shareholder Lock-Up Agreements with the N Sing shareholders (who will become Near stockholders after the Reorganization) and the Insider Lock-Up Agreements with certain Near executive and senior officers.

Pursuant to the Insider Lock-Up Agreements, Near’s executive officers and certain N Sing shareholders that are controlled by Near executive officers, who hold 148,637 shares of Near Common Stock on an as-converted basis, representing approximately 30.8% of Near’s outstanding equity, in the aggregate, agreed not to, during the period commencing from the Closing and ending upon the earlier to occur of (i) the one (1)-year anniversary of the Closing and (ii) subsequent to the Closing, (x) if the reported closing price the of KludeIn’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or (y) the

date following the Closing on which KludeIn completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of KludeIn’s stockholders having the right to exchange their KludeIn Class A Shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any KludeIn restricted securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such KludeIn restricted securities, or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A) or (B) above is to be settled by delivery of the KludeIn restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the transferee takes the shares subject to the restrictions in the Insider Lock-Up Agreement).

Pursuant to the Shareholder Lock-Up Agreements, certain other significant Near stockholders and Near senior officers, who hold 313,338 shares of Near Common Stock on an as-converted basis, representing approximately 64.9% of Near’s outstanding equity, in the aggregate, agreed not to take any action as described in aforementioned clauses (A) to (C) with respect to any KludeIn securities commencing from the Closing and ending on the earlier of (i) 180 days of the Closing and (ii) the date following the Closing on which KludeIn completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of KludeIn’s stockholders having the right to exchange their KludeIn Class A Shares for cash, securities or other property (in each case, subject to certain limited permitted transfers where the transferee takes the shares subject to the restrictions in the Shareholder Lock-Up Agreement).

A&R Registration Rights Agreement

In connection with the Closing, the existing Registration Rights Agreement, dated as of January 6, 2021, between KludeIn and the Sponsor will be amended and restated and New Near, the Sponsor, and certain persons and entities holding securities of Near prior to the Closing will enter into an A&R Registration Rights Agreement. Pursuant to the A&R Registration Rights Agreement, New Near will agree that, within 30 days after the Closing, New Near will file with the SEC (at New Near’s sole cost and expense) the Resale Registration Statement registering the resale of certain securities held by or issuable to the Reg Rights Holders, and New Near will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in no event later than 60 days (or 90 days if the SEC notifies New Near that it will review the Resale Registration Statement). In certain circumstances, each of the Reg Rights Holders can demand up to two underwritten offerings and will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement.

Non-Competition and Non-Solicitation Agreements

Simultaneously with the execution and delivery of the Merger Agreement, certain individuals who are expected to be directors and/or officers of the Target Companies following the Closing entered into the Non-Competition Agreements in favor of Near and KludeIn and their direct and indirect subsidiaries through the Closing. Under the Non-Competition Agreements, the signatory thereto agrees not to compete with KludeIn, Near and their respective affiliates during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers of such entities. The Non-Competition Agreements also contain customary confidentiality and non-disparagement provisions.

Financing Agreement

On November 4, 2022, (the “Financing Effective Date”) Near entered into that certain Financing Agreement (the “Financing Agreement”; capitalized terms used but not otherwise defined herein have the same definitions given to such terms) as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent. The Financing Agreement provides for senior secured term loans (“Loans”) in an initial principal amount of up to $100 million (the “Term Loan Commitments Loans”). The proceeds of the Term Loan Commitments Loans may be used for general corporate purposes and to refinance certain of Near’s existing credit facilities. Near’s obligations under the Financing Agreement are or will be guaranteed by certain of its domestic and foreign subsidiaries meeting materiality thresholds set forth in the Financing Agreement. Such obligations, including the guarantees, are secured by substantially all of the personal property of Near and the subsidiary guarantors.

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 and as such terms are defined in the Financing Agreement. Borrowings under the Financing Agreement are scheduled to mature on November 4, 2026. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Financing Agreement at a per annum rate equal to 2.00% above the interest rate otherwise applicable to such obligations.

Under the terms of the Financing Agreement, Near established a controlled account (the “Specified Account”) into which $46 million of the proceeds of the total funded amount of the Term Loan Commitments Loans were deposited. Upon the satisfaction of certain conditions (including no Default or Event of Default existing and Near maintaining the First Lien Leverage Ratios specified in the Financing Agreement), Near may request that funds credited to the Specified Account are released from the Specified Account to be used by Near. Upon the occurrence and continuance of any Event of Default or if the Business Combination does not occur on or prior to March 31, 2023 (or such later date as may be agreed by the Administrative Agent (as such term is defined in the Financing Agreement) in its sole discretion), then the funds credited to the Specified Account may be released and applied to prepay the Loans.

As a condition subsequent to the Financing Effective Date, Near agreed that the Business Combination would be consummated on or before March 31, 2023 (a) in accordance with the terms of the Merger Agreement, in all material respects, and at a pre-money enterprise value of at least $675 million and (b) the sum of net cash proceeds from subordinated indebtedness, the issuance of additional equity securities and the Trust Account shall be at least $20 million. In the event the Business Combination Conditions are not met, on or before May 31, 2023, Near shall receive net cash proceeds of at least $50,000,000 from the issuance of subordinated indebtedness or equity interests. The failure to meet either the Business Combination Conditions or the Alternative Subsequent Financing Condition before the applicable date will result in a mandatory prepayment event of Near’s outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Business Combination Condition or the Alternative Subsequent Financing Condition will not result in an event of default if the mandatory prepayment is made within three business days following the date on which a condition subsequent was not performed.

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 Financing Effective Date, a $250,000 loan servicing fee annually and an exit fee in an amount equal to 1.95% of the aggregate Term Loan Commitments as of the Effective Date to be paid upon termination of the Financing Agreement or the acceleration of the Loan.

The Financing Agreement requires that Near and its 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 Near and its 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 Near and its subsidiaries, (b) certain negative covenants that generally limit, subject to various exceptions, Near and its 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.

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 $0.001. The Blue Torch Warrants may be exercised on a cashless basis. The Blue Torch Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from the date of issuance or the consummation of certain acquisitions of Near as set forth in the Blue Torch Warrants. The number of shares for which the Blue Torch Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Blue Torch Warrants. In addition to the cashless exercise right, holders of the Blue Torch Warrants may, at any time on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness-based triggers, tender the Blue Torch Warrants for such warrant’s pro rata share of $10 million.

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 and the Form of Blue Torch Warrants, 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 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 KludeIn’s public disclosures.

Common Stock Purchase Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn entered into the Common Stock Purchase Agreement and the CF Registration Rights Agreement with CF. Pursuant to the Common Stock Purchase Agreement, following the Closing, New Near, as KludeIn’s successor, has the right to sell to CF up to a Total Commitment (as defined in the Common Stock Purchase Agreement) of $100,000,000 in shares of New Near Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Near is obligated under the Common Stock Purchase Agreement and the CF Registration Rights Agreement to file a registration statement with the SEC to register under the Securities Act for the resale by CF of New Near Common Stock that New Near may issue to CF under the Common Stock Purchase Agreement.

New Near will not have the right to commence any sales of New Near Common Stock to CF under the Common Stock Purchase Agreement until the Commencement, which is the time when all of the conditions to the New Near’s right to commence sales of New Near Common Stock to CF set forth in the Common Stock Purchase Agreement have been satisfied, including that a registration statement relating to the Common Stock is filed and declared effective by the SEC.

After the Commencement, New Near will have the right from time to time at its sole discretion until the first day of the month next following the 36-month period from and after the Commencement, to direct CF to purchase up to a specified maximum amount of shares of New Near Common Stock as set forth in the Common Stock Purchase Agreement by delivering written notice to CF prior to the commencement of trading on any trading day. Near will control the timing and amount of any sales of the New Near Common Stock to CF. Actual sales of shares of the New Near Common Stock to CF under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by New Near from time to time, including, among other things, market conditions, and the trading price of the New Near Common Stock.

The purchase price of the shares of New Near Common Stock that New Near elects to sell to CF pursuant to the Common Stock Purchase Agreement will the volume weighted average price of the New Near Common Stock during the applicable purchase date on which New Near has timely delivered written notice to CF directing it to purchase the shares of New Near Common Stock under the Common Stock Purchase Agreement. New Near will receive 98% of the volume weighted average price of the New Near Common Stock so sold.

The Common Stock Purchase Agreement and the CF Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

New Near will have the right to terminate the Common Stock Purchase Agreement at any time after Commencement, at no cost or penalty, upon three (3) trading days’ prior written notice. Additionally, CF will have the right to terminate the Common Stock Purchase Agreement upon three days’ prior written notice to New Near if there is a Material Adverse Effect or a Fundamental Transaction (each as defined in the Common Stock Purchase Agreement) or New Near is in breach or default in any material respect of the Registration Rights Agreement, or trading in the New Near Common Stock on the Nasdaq is suspended. No termination of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the CF Registration Rights Agreement.

In connection with the execution of the Common Stock Purchase Agreement, New Near will issue to CF shares of New Near Common Stock in an amount equal to $2,000,000 at a per share price based on the price of New Near Common Stock on the Commencement Date as consideration for CF’s irrevocable commitment to purchase the shares of New Near Common Stock. The delivery of the requisite amount of New Near Common Stock into an account designated by CF is a condition to New Near’s right to commence sales of New Near Common Stock to CF set forth in the Common Stock Purchase Agreement.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the KludeIn Board to vote in favor of the approval of the Business Combination Proposal and the other Transaction Proposals described in this proxy statement/prospectus, stockholders should understand that the Sponsor, the members of the KludeIn Board and executive officers of KludeIn and the Sponsor have interests in such proposals and the Business Combination that are different from, or in addition to, those of KludeIn stockholders generally. The KludeIn Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to KludeIn stockholders that they approve the Business Combination Proposal and the other Transaction Proposals described in this proxy statement/prospectus. KludeIn’s stockholders should take these interests into account in deciding whether to approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. These interests include, among other things:

•        Mini Krishnamoorthy will be a KludeIn designee to the New Near Board upon the effectiveness of the Business Combination. As a director, in the future, Ms. Krishnamoorthy may receive any cash fees, stock options or stock awards that the New Near Board determines to pay to its directors;

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KludeIn Class A Shares for cash and, subject to the approval of its remaining stockholders and the KludeIn Board, dissolving and liquidating. In such event, the 4,312,500 Founder Shares held by the Insiders and which were acquired for an aggregate purchase price of $25,000 prior to KludeIn’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares (while the Founder Shares are not the same as the KludeIn Class A Shares, are subject to certain restrictions that are not applicable to the KludeIn Class A Shares, and may become worthless if KludeIn does not complete a business combination by January 11, 2023, the aggregate value of the 4,312,500 Founder Shares owned by KludeIn’s Insiders is estimated to be approximately $43.7 million, assuming the per share value of the Founder Shares is the same as the $10.13 closing price of the KludeIn Class A Shares on Nasdaq on November 28, 2022, the record date for the Special Meeting, and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination);

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), the 5,200,000 Private Placement Warrants held by the Sponsor, in which certain of KludeIn’s officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $5.2 million in a private placement that took place simultaneously with the consummation of KludeIn’s IPO, would become worthless (although the Private

Placement Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,200,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $520,000, assuming the per warrant value of the Private Placement Warrants is the same as the $0.10 closing price of the Public Warrants on Nasdaq on November 28, 2022, the record date for the Special Meeting);

•        if the Business Combination or another business combination is not consummated by January 11, 2023 (unless extended by KludeIn’s stockholders), the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of third parties for services rendered or products sold to KludeIn to below $10.00 per Public Share. If KludeIn consummates a business combination, on the other hand, KludeIn will be liable for all such claims;

•        the Sponsor, as well as KludeIn’s officers and directors, and their affiliates, are entitled to reimbursement of certain out-of-pocket expenses incurred by them in connection with identifying, investigating, negotiating and completing a business combination. However, if KludeIn fails to consummate a business combination by January 11, 2023 (unless extended by KludeIn’s stockholders), they will not have any claim against the Trust Account for reimbursement. Accordingly, KludeIn may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within such period (as of March 31, 2022, KludeIn’s officers and directors have incurred an aggregate of approximately $48,700 in reimbursable out-of-pocket expenses);

•        the fact that the Sponsor, directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if KludeIn fails to complete an initial business combination by January 11, 2023 (unless extended by KludeIn’s stockholders);

•        the fact that on January 21, 2022, KludeIn issued the Sponsor January Promissory Note to the Sponsor for working capital expenses. As of September 30, 2022, KludeIn had drawn down $1,072,500 under the Sponsor January Promissory Note. If the Business Combination or another initial business combination is not consummated, the Sponsor January Promissory Note, which note may be repaid in cash or, at the election of the Sponsor, in the form of warrants of KludeIn with terms equivalent to the terms of outstanding Private Placement Warrants, at the closing of the Business Combination, may not be repaid to Sponsor, in whole or in part;

•        the fact that on July 7, 2022, KludeIn issued the Extension Note to the Sponsor. As of November 28, 2022, $1,373,380 was outstanding under the Extension Note. If the Business Combination or another initial business combination is not consummated, the Extension Note may not be repaid to Sponsor, in whole or in part;

•        if the Trust Account is liquidated, including in the event KludeIn is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable if and to the extent any claims by a third-party for services rendered or products sold to KludeIn, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the Insiders are obligated to vote in favor of the proposals at the Special Meeting, regardless of how public stockholders vote; and

•        KludeIn’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the Sponsor will enter into the A&R Registration Rights Agreement at closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination.

In addition to these interests of the Sponsor and KludeIn’s current officers and directors, the Existing Charter waives the application of the “corporate opportunity” doctrine. The “corporate opportunity” doctrine generally provides that a director or officer may not take a business opportunity for his or her own if: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation’s line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his or her own, the self-interest of the director or officer will be brought into conflict with the director’s or officer’s duties to the corporation. However, KludeIn does not believe that the waiver of the application of the “corporate opportunity” doctrine in the Existing Charter had any impact on its search for a potential business combination target.

Certain Other Interests in the Business Combination

In addition to the interests of KludeIn’s Insiders in the Business Combination, stockholders should be aware that the IPO Underwriters have financial interests that are different from, or in addition to, the interests of KludeIn’s stockholders.

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $6,037,500 of deferred underwriting commissions. The IPO Underwriters have not provided any service in connection with the Business Combination and such deferred commissions are attributable solely to their services in connection with the KludeIn IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event KludeIn does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and KludeIn is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to KludeIn’s public stockholders upon its liquidation.

In addition, in connection with the Extension Amendment, KludeIn issued the Near Extension Note to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of November 28, 2022, an aggregate of $1,716,725 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the first five months of the extension. If the Business Combination or another initial business combination is not consummated, the Near Extension Note may not be repaid to Near, in whole or in part.

Exchange Listing

The KludeIn Units, KludeIn Class A Shares and Public Warrants are currently listed on Nasdaq under the symbols “INKAU”, “INKA” and “INKAW”, respectively. KludeIn will not have units traded on Nasdaq following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. KludeIn Public Warrant holders and those stockholders who do not elect to have their KludeIn Class A Shares redeemed need not deliver their KludeIn Class A Shares or Public Warrant certificates to KludeIn or to KludeIn’s transfer agent and they will remain outstanding. Upon the Closing, KludeIn intends to change its name from “KludeIn I Acquisition Corp.” to “Near Intelligence, Inc.” (or such other name agreed by KludeIn and Near) and intends to apply to continue the listing of its Class A Common Stock and warrants on Nasdaq under the symbols “NIR” and “NIRWW,” respectively.

Background of the Business Combination

KludeIn is a blank check company incorporated as a corporation in Delaware on September 24, 2020 and formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. The Business Combination is the result of an extensive search for a transaction, whereby KludeIn evaluated a number of potential counterparties utilizing KludeIn’s network and the investing, operating and transaction experience of KludeIn’s management team and the KludeIn Board. The terms of the transactions contemplated by the Merger Agreement were the result of arm’s-length negotiations between representatives of KludeIn and representatives of Near over the course of approximately one year since the first meeting. The following is a discussion of the background of these negotiations, the Merger Agreement and the Business Combination.