FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mathews Anil		 2. Issuer Name and Ticker or Trading Symbol

Near Intelligence, Inc. [ NIR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and Chairman
(Last)          (First)          (Middle)

100 W WALNUT ST., SUITE A-4		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2023
(Street)

PASADENA, CA 91124		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/23/2023  A(1)  5,079,301 A (2)5,079,301 I See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (4)3/23/2023  A   1,380,326     (4) (4)Common Stock 1,380,326 $0 1,380,326 D  
Explanation of Responses:
(1) Consists of securities acquired in connection with the transactions consummated on March 23, 2023, pursuant to that certain Agreement and Plan of Merger dated May 18, 2022 (as amended from time to time, the "Merger Agreement") by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near Holdings"), pursuant to which (i) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving as a wholly owned subsidiary of KludeIn (the "First Merger"), and (ii) immediately following the First Merger, Near Holdings merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the "Second Merger" and, together with the First Merger, the "Business Combination").
(2) Pursuant to the Merger Agreement and in connection with the closing of the Business Combination, (i) each share of Near Holdings capital stock outstanding as of immediately prior to the effective time of the First Merger was converted into a right to receive a number of KludeIn Class A Shares determined on the basis of a conversion ratio of 107.660 and (ii) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the effective time of the Second Merger remained outstanding as a membership interest of the Merger Sub 2 and all shares of common stock of Near Holdings were no longer outstanding and were automatically cancelled and ceased to exist.
(3) The shares of common stock are held directly by Cecil Capital Pte. Ltd. The reporting person has the sole power (i) to vote and to direct the voting of and (ii) to dispose of and to direct the disposition of the shares of common stock held by Cecil Capital Pte. Ltd.
(4) These restricted stock units ("RSUs") were granted pursuant to the Near Intelligence, Inc. 2023 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the issuer's common stock, par value $0.0001 per share. All of the RSUs will vest on March 31, 2024, subject to the reporting person's continued employment with the issuer through the applicable vesting date and certain early vesting conditions.

Remarks:
Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mathews Anil
100 W WALNUT ST.
SUITE A-4
PASADENA, CA 91124		XXCEO and Chairman
CECIL CAPITAL PTE. LTD.
160 ROBINSON ROAD
#20-03
SINGAPORE, U0 068914
X
Signatures
/s/ Anil Mathews3/27/2023
**Signature of Reporting PersonDate

/s/ Anil Mathews, Chief Executive Officer of Cecil Capital Pte. Ltd.3/27/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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EXHIBIT 99.1

 

JOINT FILER INFORMATION

 

Other Reporting Person(s)

 

1. CECIL CAPITAL PTE. LTD.

 

Item   Information
Name:  

CECIL CAPITAL PTE. LTD.

 

Address:  

160 Robinson Road, #20-03

Singapore 068914

 

Designated Filer:  

Anil Mathews

 

Date of Event Requiring Statement (Month/Day/Year):

 

   March 23, 2023

Issuer Name and Ticker or Trading Symbol:

 

   NEAR INTELLIGENCE, INC. [NIR]

Relationship of Reporting Person(s) to Issuer:

 

   10% Owner

If Amendment, Date Original Filed (Month/Day/Year):

 

   Not Applicable
Individual or Joint/Group Filing:  

Form filed by More than One Reporting Person

 

Signature:   CECIL CAPITAL PTE. LTD.
     
    By: /s/ Anil Mathews  
    Name: Anil Mathews  
    Title: Chief Executive Officer  
    Date: March 27, 2023  

 

EXHIBIT 99.2

 

JOINT FILING AGREEMENT

 

March 27, 2023

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date: March 27, 2023

 

  ANIL MATHEWS
     
  /s/ Anil Mathews
     
  CECIL CAPITAL PTE. LTD.
     
  By: /s/ Anil Mathews
  Name:  Anil Mathews
  Title: Chief Executive Officer