United States securities and exchange commission logo





                          October 3, 2022

       Mini Krishnamoorthy
       Chief Financial Officer
       KludeIn I Acquisition Corp.
       1096 Keeler Avenue
       Berkeley, CA 94708

                                                        Re: KludeIn I
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed September 9,
2022
                                                            File No. 333-265952

       Dear Mini Krishnamoorthy:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 3, 2022 letter.

       Amendment No. 1 to Form S-4 filed September 9, 2022

       Summary of the Proxy Statement/Prospectus
       Organizational Structure, page 11

   1.                                                   We note your disclosure
on page 12 of the post-transaction ownership percentages under
                                                        both a no redemption
and a maximum contractual redemption scenario. Your footnotes to
                                                        this table state the
maximum redemption scenario assumes 916,765 shares are redeemed
                                                        for a payment of $9.2
million. However, elsewhere in the filing you state the maximum
                                                        redemption scenario
assumes 1,002,575 shares are redeemed for a payment of $10.1
                                                        million. Please revise
or advise.
 Mini Krishnamoorthy
FirstName  LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October    NameKludeIn I Acquisition Corp.
        3, 2022
October
Page 2 3, 2022 Page 2
FirstName LastName
Interests of KludeIns Directors and Officers and Others in the Business
Combination, page 22

2.       Please describe with specificity the services that the IPO
Underwriters are providing to the
         parties in connection with the Business Combination.
Risk Factors
We have significant customer concentration..., page 66

3.       We note your response to prior comment 8. Please advise us whether
Near's Channel
         Partner Agreement with its largest customer is a material agreement on
which Near is
         substantially dependent. Refer to Item 601(b)(10)(ii)(b) of Regulation
S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Anticipated Accounting Treatment, page 167

4.       We note you revised your disclosures in response to prior comment 15
to now indicate
         throughout the filing that the board of directors of the
post-combination company will
         consist of five (5) members. Please reconcile this disclosure with
Article 5.17 of the
         Agreement and Plan of Merger found in Annex A, which refers to a seven
(7) member
         board following the merger.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2021, page 171

5.       We note your response to prior comment 17. However, it is unclear what
revisions you
         made as the Near Pro Forma net loss here still does not agree to the
disclosure on page F-
         69. Please revise as previously requested.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of
Operations,
page 174

6.       Please revise footnote (2) to refer to the pro forma balance sheet
adjustment in Entry #2(4)
         rather than #2(3) as currently disclosed.
Note 4. Net Income/(Loss) per Share, page 175

7.       We note your revised disclosures in response to prior comment 18.
Please also revise here
         to address how the execution of this agreement might impact pro forma
net income (loss)
         per share.
Information About Near
Overview, page 193

8.       We note your revised disclosures and response to prior comment 21,
including the
         additional disclosure that Near tracks information from 2.6 billion
unique devices.
 Mini Krishnamoorthy
KludeIn I Acquisition Corp.
October 3, 2022
Page 3
         However, your current disclosure does not appear to address how you
calculate the 1.6
         billion unique user IDs and the 70 million points of interest. Please
revise to clearly
         explain how you calculate and track these two measures. Please ensure
your disclosures
         address how you determine that each user ID is truly unique and define
what is meant by
         "points of interest." Additionally, we note the disclosure on page
F-43 continues to refer
         to "70 million places." Please revise accordingly.
Our Growth Strategies, page 198

9.       We note your revised disclosure and response to prior comment 24. We
also note your
         disclosure here that your customer base grew by 56% over the last five
quarters; your
         disclosure on page 209 that you have over 300 customers as of December
31, 2021 (more
         than doubling since 2020); and your disclosures elsewhere that you
continue to highlight
         both acquiring and expanding your customer base as key elements to
your growth
         strategy. Please revise to disclose total customer count for each
period presented in order
         to add more context and clarity to these disclosures.
Customers, page 199

10.      We note your revised disclosures and response to prior comment 32.
However, we note
         that you continue to refer to Allspark as an "advertising product" on
page 200 and you
         continue to discuss how customers can pay a "committed spend" for
advertising that is
         based on "tiered pricing" on pages 202 and 209. As your response
indicates that you
         charge customers only a singular fee for a subscription to the Near
platform, please revise
         throughout this filing to clarify whether or not you charge customers
based on
         a tiered pricing model. Additionally, revise throughout to
consistently refer to your
         Allspark product, and any other similar products, as market
intelligence products rather
         than advertising products since you do not appear to offer advertising
services.
Management's Discussion and Analysis and Results of Operations of Near
Key Performance Metric - Net Revenue Retention, page 208

11.      We note your revised disclosures and response to prior comment 19.
Please further revise
         to disclose the net revenue retention rate for each corresponding
prior year period, such as
         of December 31, 2020 and June 30, 2021, for comparative purposes.
Near Intelligence Holdings Inc. and Subsidiaries
Note 2. Summary of significant accounting policies
q) Revenue recognition, page F-63

12.    We note your revised disclosures and response to prior comment 30.
However, we note
FirstName LastNameMini Krishnamoorthy
       that you continue to refer to customers purchasing a "license" and/or a
"firm number of
Comapany    NameKludeIn
       deliverables"         I Acquisition
                     elsewhere              Corp.
                                  in the filing, such as on pages 198, 202 and
209. Please revise
Octoberthroughout  the 3filing to consistently refer to your subscription
revenue offerings.
         3, 2022 Page
FirstName LastName
 Mini Krishnamoorthy
FirstName  LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October    NameKludeIn I Acquisition Corp.
        3, 2022
October
Page 4 3, 2022 Page 4
FirstName LastName
13.      We note the cross-reference to Note 17 in the sale of operational
products discussion on
         page F-65. It appears that you may have intended to reference the
revenue footnote (Note
         20). We note a similar cross-reference in your disclosure on page 221.
Please revise or
         advise.
Note 20. Revenue, page F-85

14.      We note your response and revised disclosures to prior comment 8. You
previously
         disclosed that you had two significant customers as of December 31,
2021 that
         represented 29.5% and 16.7% of total revenue, respectively. However,
your disclosure
         here and on page 66 now refer to only one customer as of December 31,
2021 who
         represented 29.5% of total revenue. Please explain the change from
your previous
         disclosures. In this regard, we note that as of June 30, 2022, two
customers now
         individually represent 30.5% and 16.4% of total revenues. Further,
revise the risk factor
         disclosure noted herein to also refer to the customer that comprised
16.4% of your total
         revenue, to date, in fiscal 2022.
Near Intelligence Holdings Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements Unaudited
Note 10. Borrowings, page F-111

15.      We note you modified certain terms of the Harbert loan in April 2022.
Please tell us how
         you considered the guidance in ASC 470-50-40-6 in determining that
this did
         not qualify as a debt extinguishment.
Note 12. Employee Stock Option Plan 2014 ("ESOP 2014")
2022 Employee Restricted Stock Unit Plan ("RSU Plan"), page F-115

16.      You state that the estimated fair value for the RSUs granted on May
12, 2022 was based
         on the fair value of Near's common stock assuming an implied equity
value in the Merger
         Transaction of approximately $675 million. Please provide us with the
calculations that
         support the $1,397.51 per share valuation of the RSUs based on the
$675 million
         valuation, and explain any difference between the per share valuation
used and such
         calculations.
Exhibits

17.      Please revise to provide an updated auditor consent from KNAV PA for
the UberMedia,
         Inc. financial statements included within this filing.
 Mini Krishnamoorthy
FirstName  LastNameMini
KludeIn I Acquisition Corp.Krishnamoorthy
Comapany
October    NameKludeIn I Acquisition Corp.
        3, 2022
October
Page 5 3, 2022 Page 5
FirstName LastName
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Joshua Shainess, Legal Branch Chief, at
(202) 551-
7951 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology