Near to go Public on Nasdaq via Merger with KludeIn I Acquisition Corp. (INKA)

May 19, 2022 7:33 AM EDT
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Near Intelligence Holdings, Inc., a global SaaS leader in privacy-led data intelligence on people, places and products ("Near" and, following the completion of the transaction, the "Company"), and KludeIn I Acquisition Corp. (NASDAQ: INKA) ("KludeIn"), a publicly traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result in Near becoming a publicly listed company with a post-transaction pro-forma market capitalization of nearly $1 billion, assuming there are no redemptions by KludeIn's stockholders and a successful private placement of $95 million of common stock.

Upon closing, the combined Company is expected to be named "Near Intelligence, Inc." and its common stock is expected to trade on The Nasdaq Stock Market under the ticker symbol "NIR". Near is headquartered in Southern California, with global offices and coverage in EMEA, Asia Pacific and Southeast Asia and led by Anil Mathews, Founder and CEO of Near.

Founded in 2012, Near helps businesses better understand consumer behavior to unlock growth strategies. Near's data intelligence solutions serve both operational and marketing data leaders whether their consumers are shopping, traveling, dining, visiting places, or buying products.

Near's data universe curates one of the world's largest sources of intelligence on people, places and products and comprises 1.6 billion unique user IDs, in over 70 million places across 44 countries. Strategic and exclusive data sets and partnerships with customers enables Near to aggregate multiple data sources across data types and use deep learnings to better understand consumer behavior using the company's AI-driven modeling.

"Enterprises around the world have trusted Near to answer their critical questions that help drive and grow their business for more than a decade. The market demand for data around human movement and consumer behavior to understand changing markets and consumers is growing exponentially and now is the time to accelerate the penetration of the large and untapped $23 billion TAM," stated Anil Mathews, Founder and CEO of Near. "Going public provides us the credibility and currency to double-down on growth and to continue executing on our winning flywheel for enhanced business outcomes over the next decade."

"I am thrilled to partner with Anil and the entire team at Near as they continue to help global enterprises better understand consumer behavior and derive actionable intelligence from their global, full-stack data intelligence platform," said Narayan Ramachandran, Chairman and CEO of KludeIn. "We believe this merger is highly compelling based on the diversified global customer base, superior SaaS flywheel and network effects of Near's business, highlighted by the company's strong customer net retention."

Transaction OverviewThe transaction is expected to generate gross proceeds of $268 million, assuming there are no redemptions and a successful private placement of $95 million of common stock. In addition, the parties have executed a $100 million committed equity financing facility (the "CEF Facility") with CF Principal Investments LLC ("CFPI"), an affiliate of Cantor Fitzgerald L.P. ("Cantor"). Near's existing equity holders, including Sequoia Capital, Telstra Ventures, J.P. Morgan, and Greater Pacific Capital, have agreed to convert 100 percent of their ownership stakes into the equity of the Company. The current Near shareholders are expected to own approximately 68 percent of the Company, assuming there are no redemptions by KludeIn's public stockholders and a successful private placement of $95 million of KludeIn's common stock.

Additional information about the proposed transaction, including a copy of the definitive agreement and a summary presentation, will be filed with a Current Report on Form 8-K to be filed by KludeIn with the Securities and Exchange Commission ("SEC") and made available at www.sec.gov.

Investor Webcast InformationNear and KludeIn will host a joint investor conference call to discuss the proposed transaction on May 19,2022 at 2:00 PM ET. The conference call, as well as an associated investor presentation, can be accessed on the KludeIn website here: https://www.kludein.com/spac or Near's website here: http://www.near.com/investors

AdvisorsKirkland & Ellis LLP is serving as legal advisor to Near. Cantor Fitzgerald & Co. is serving as capital markets advisor to KludeIn and Ellenoff Grossman & Schole LLP is serving as legal advisor to KludeIn. DLA Piper LLP (US) is serving as legal advisor to Cantor. King and Spalding LLP acted as legal counsel to CF Principal Investments LLC in connection with the CEF Facility.



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