Blog: KLUDEIN I ACQUISITION CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD.

As previously disclosed, on May 18, 2022, KludeIn, entered into an Agreement and
Plan of Merger (as may be amended or supplemented from time to time, the “Merger
Agreement”) with Near, Paas Merger Sub 1 Inc., a Delaware corporation and wholly
owned subsidiary of KludeIn, and Paas Merger Sub 2 LLC, a Delaware limited
liability company and wholly owned subsidiary of KludeIn (the “Business
Combination”).

The obligations of KludeIn and Near to consummate the Business Combination are
subject to the satisfaction of various conditions, including KludeIn having cash
and cash equivalents, including funds remaining in KludeIn’s trust account,
following the exercise of any redemption rights by holders of KludeIn’s Class A
common stock and the proceeds of any transaction financing, prior to the payment
of KludeIn’s unpaid transaction expenses 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 equity financing conducted by Near prior to the consummation of
the Business Combination, subject to the conditions set forth in the Merger
Agreement. Following the execution of the Merger Agreement, KludeIn has
continued to actively pursue transaction financing. To date, no definitive
agreement has been entered into with respect to such financing.

A copy of The Absolute Return Podcast’s transcript in which Anil Matthews, CEO
of Near discusses the Business Combination and Near is furnished hereto as
Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description
99.1            Transcript to The Absolute Return Podcast, released on September 18, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




                                       1




Additional Information and Where to Find It

In connection with the Merger Agreement and the proposed Business Combination,
KludeIn filed with the SEC the Registration Statement, which includes a
prospectus with respect to KludeIn’s securities to be issued in connection with
the Business Combination, and a proxy statement of KludeIn, to be used at the
meeting of KludeIn’s stockholders to approve the proposed mergers and related
matters (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS OF KLUDEIN ARE
URGED TO READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEAR, KLUDEIN AND THE
BUSINESS COMBINATION. When available, the Proxy Statement contained in the
Registration Statement and other relevant materials for the Business Combination
will be mailed to stockholders of KludeIn as of a record date to be established
for voting on the proposed business combination. Investors and security holders
will also be able to obtain copies of the Registration Statement, including the
Proxy Statement contained therein, and other documents containing important
information about each of the companies once such documents are filed with the
SEC, without charge, at the SEC’s website at http://www.sec.gov.



Forward-Looking Statements


This report contains, “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. KludeIn’s and Near’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
“anticipate,” “believe,” “budget,” “continues,” “could,” “expect,” “estimate,”
“forecast,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “possible,” “potential,” “project,” “will,” “should,” “predicts,”
“scales,” “representative of,” “valuation,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements
include, without limitation, KludeIn’s and Near’s expectations with respect to
future performance of Near, anticipated financial impacts of the Business
Combination (including future revenue, pro forma enterprise value and cash
balance), the anticipated addressable market for Near and the satisfaction of
the closing conditions to the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are
outside the control of KludeIn and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) the inability of KludeIn to obtain transaction
financing between the date of the Merger Agreement and the Closing, or a default
by one or more of investors on its commitment in connection with any financing,
and KludeIn’s failure to find replacement financing; (3) the inability to
consummate the Business Combination in a timely manner or at all, including due
to failure to obtain approval of the stockholders of KludeIn or other conditions
to the Closing in the Merger Agreement, which may adversely affect the price of
KludeIn’s securities; (4) delays in obtaining or the inability to obtain any
necessary regulatory approvals required to complete the Business Combination;
(5) the risk that the Business Combination may not be completed by KludeIn’s
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by KludeIn; (6) the ability to
maintain the listing of KludeIn’s securities on a national securities exchange;
(7) the inability to obtain or maintain the listing of KludeIn’s securities on
Nasdaq following the Business Combination; (8) the risk that the Business
Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (9) the ability to
recognize the anticipated benefits of the Business Combination and to achieve
its commercialization and development plans, and identify and realize additional
opportunities, which may be affected by, among other things, competition, the
ability of Near to grow and manage growth economically and hire and retain key
employees; (10) costs related to the Business Combination; (11) changes in
applicable laws or regulations, and Near’s ability to comply with such laws and
regulations; (12) the effect of the COVID-19 pandemic on KludeIn or Near and
their ability to consummate the Business Combination; (13) the outcome of any
legal proceedings that may be instituted against Near or against KludeIn related
to the Merger Agreement or the Business Combination; (14) the enforceability of
Near’s intellectual property, including its patents and the potential
infringement on the intellectual property rights of others; (15) the risk of
downturns in the highly competitive industry in which Near operates; (16) the
possibility that KludeIn or Near may be adversely affected by other economic,
business, and/or competitive factors; and (17) other risks and uncertainties to
be identified in the Registration Statement (when available) relating to the
Business Combination, including those under “Risk Factors” therein, and in other
filings with the SEC made by KludeIn. KludeIn and Near caution that the
foregoing list of factors is not exclusive, and caution readers not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. Readers are referred to the most recent reports filed with the SEC by
KludeIn. None of KludeIn or Near undertakes or accepts any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based, subject to
applicable law.



                                       2




Participants in the Solicitation

KludeIn, KludeIn Prime LLC and Near and their respective directors and officers
and other members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed Business Combination.
KludeIn stockholders and other interested persons may obtain, without charge,
more detailed information regarding directors and officers of KludeIn, the
Registration Statement and other relevant materials filed with the SEC in
connection with the proposed Business Combination when they become available.
These documents can be obtained free of charge from the sources indicated above.



No Offer or Solicitation


This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
business combination. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy any securities pursuant to the proposed
transactions or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or a
valid exemption from registration thereunder.




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© Edgar Online, source Glimpses

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