United States securities and exchange commission logo





                             May 2, 2023

       Anil Mathews
       Chief Executive Officer
       Near Intelligence, Inc.
       100 W Walnut St., Suite A-4
       Pasadena, CA 91124

                                                        Re: Near Intelligence,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 12,
2023
                                                            File No. 333-271229

       Dear Anil Mathews:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1 filed April 12, 2023

       General

   1.                                                   You indicate that you
are registering the primary offering by the company of the shares
                                                        issuable upon exercise
of the warrants that were offered and sold privately to the Sponsor
                                                        at the time of the SPAC
IPO (the "Private Placement Warrants"). As the offer of the
                                                        shares issuable upon
exercise of the Private Placement Warrants has already been made
                                                        privately, please
revise to register the resale of these shares and provide the disclosure
                                                        required by Item 507 of
Regulation S-K.
       Cover Page

   2.                                                   Disclose the price that
the Sponsor paid for the Private Placement Warrants.
 Anil Mathews
Near Intelligence, Inc.
May 2, 2023
Page 2
3.       Disclose the exercise price of the warrants compared to the market
price of the underlying
         security. Disclose that cash proceeds associated with the exercise of
warrants to purchase
         your common stock are dependent on your stock price, that the warrants
are currently out
         of the money and, therefore, the company is unlikely to receive
proceeds from the
         exercise of the warrants. Furthermore, disclose you may not receive
cash upon the
         exercise of the Private Placement Warrants since these warrants may be
exercised on a
         cashless basis. Provide similar disclosure in the prospectus summary,
risk factors, MD&A
         and use of proceeds section. As applicable, describe the impact on
your liquidity and
         update the discussion on the ability of your company to fund your
operations on a
         prospective basis with your current cash on hand.
Summary of the Prospectus, page 1

4.       Please update your prospectus summary to discuss recent developments
such as the
         consummation of the business combination (including the proceeds
received from the
         SPAC trust account following redemptions and amount of fees and
expenses related to the
         business combination), the March 31, 2023 convertible debentures and
warrants financing,
         and the status of the conditions under the Blue Torch Financing
Agreement. In addition,
         consider providing a summary of the offering.
Risk Factors
Risks Related to Ownership of Our Securities, page 4

5.       Disclose the risk that the Public Warrants and other warrants may
never be in the money
         and may expire worthless. Discuss the potential impact on your
liquidity, financial
         condition and results of operations if you never receive cash proceeds
from the exercise of
         your warrants.
Risks Related to Ownership of Our Securities, page 29

6.       Please add risk factor disclosure that addresses the extent of your
outstanding shares that
         are subject to lock-up agreements. Discuss how the number of
redemptions in connection
         with the Business Combination has impacted the size of your public
float that is not
         subject to lock-up agreements and how this may affect your trading
volume and the
         volatility of the share price of your common stock.
Warrants will become exercisable for our securities, which would increase the
number of shares
eligible for future resale. . ., page 29

7.     Disclose the percentage that the shares you are registering currently
represent of the total
FirstName LastNameAnil Mathews
       number of your shares outstanding. To illustrate the full extent of
dilution your
Comapany   NameNear
       shareholders mayIntelligence,
                         experience,Inc.
                                      disclose the total number of shares
issuable at the strike
May 2,price
        2023for the2additional warrants you describe in this risk factor.
             Page
FirstName LastName
 Anil Mathews
FirstName   LastNameAnil Mathews
Near Intelligence, Inc.
Comapany
May  2, 2023NameNear Intelligence, Inc.
May 2,
Page 3 2023 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 49

8.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of your common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. Your
discussion should
         reflect the fact that the extent of the redemptions prior to the
consummation of the
         Business Combination reduced the gross proceeds available to the
company from the
         Business Combination. If the company is likely to have to seek
additional capital, discuss
         the effect of this offering on the company   s ability to raise
additional capital.
9.       You state on page 49 that "[a]s of the date hereof, we are in
compliance with the
         covenants under the Financing Agreement and we expect to remain in
compliance with
         our covenants." Elsewhere, you indicate that as of April 12, 2023, you
have not fully
         satisfied certain financing conditions pursuant to the Financing
Agreement and that if you
         are unable to satisfy those conditions by April 15, 2023, you "do not
expect to be able to
         make such prepayment and, as a result, Blue Torch may declare an event
of default under
         the Financing Agreement." Please revise and update your disclosure
under "Liquidity and
         Capital Resources" to expand on the steps you are taking to avoid a
breach of your
         covenants, the impact or reasonably likely impact of a default on your
financial condition
         or operating performance (including the effects of any cross-default
or cross-acceleration
         or similar provisions), and alternate sources of funding to pay off
resulting obligations or
         replace funding. See Sections I.D and IV.C of SEC Release No. 33-8350.
To provide
         context, disclose the amount outstanding under the Financing
Agreement.
 Anil Mathews
FirstName   LastNameAnil Mathews
Near Intelligence, Inc.
Comapany
May  2, 2023NameNear Intelligence, Inc.
May 2,
Page 4 2023 Page 4
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:      Rosebud Nau, Esq.