United States securities and exchange commission logo





                             June 8, 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 May 10, 2023
                                                            File No. 333-271795

       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 May 10, 2023

       Cover Page

   1.                                                   We note your disclosure
that the Sponsor paid $1.00 per Private Placement Warrant. For
                                                        each of the additional
securities being registered for resale, disclose the price that the
                                                        selling securityholders
paid for such securities.
   2.                                                   We note the significant
number of redemptions of your common stock in connection with
                                                        your business
combination and that the shares being registered for resale will constitute a
                                                        considerable percentage
of your public float. Revise your cover page to disclose the
                                                        percentage that the
shares you are registering currently represent of the total number of
                                                        your shares
outstanding. Address the fact that you are engaged in multiple securities
                                                        offerings on separate
registration statements and quantify how this will impact your public
                                                        float. It also appears
that some or most of the shares being registered for resale were
 Anil Mathews
Near Intelligence, Inc.
June 8, 2023
Page 2
         purchased by the selling securityholders for prices considerably below
the current market
         price of your common stock. Highlight the significant negative impact
sales of shares on
         this registration statement could have on the public trading price of
your common stock.
Risk Factors, page 9

3.       Please add risk factor disclosure that discusses how you are engaged
in multiple offerings
         of your securities and address how this may impact the market price of
your securities. To
         provide context, disclose the total number of securities being
offered.
4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of
         your common stock. To illustrate this risk, disclose the purchase
prices of the securities
         being registered for resale and the percentage that these shares
currently represent of the
         total number of shares outstanding. Also disclose that even though the
current trading
         price is significantly below the SPAC IPO price, the private investors
have an incentive to
         sell because they will still profit on sales because of the lower
price that they purchased
         their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
43

5.       Please expand your discussion to reflect the fact that this offering
involves the potential
         sale of a substantial portion of shares for resale and discuss how
such sales could impact
         the market price of the company   s common stock.
Liquidity and Capital Resources, page 56

6.       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.
7.     Please also revise to disclose the minimum period of time that you will
be able to conduct
FirstName LastNameAnil Mathews
       your planned operations using currently available resources. Refer to
Item 303(b)(1) of
Comapany   NameNear
       Regulation  S-K Intelligence, Inc.of SEC Release No. 33-8350.
                        and Section IV
June 8, 2023 Page 2
FirstName LastName
 Anil Mathews
FirstName   LastNameAnil Mathews
Near Intelligence, Inc.
Comapany
June 8, 2023NameNear Intelligence, Inc.
June 8,
Page 3 2023 Page 3
FirstName LastName
Transactions Involving the Selling Securityholders, page 117

8.       You indicate in your description of the BTIG Letter Agreement that
KludeIn   s
         management determined to allocate 50% of the deferred underwriting
commission under
         the underwriting agreement to CF&CO (or its affiliates) for serving as
a financial advisor
         that assisted KludeIn in consummating the Business Combination. Please
disclose when
         this deferred underwriting commission was paid to CF&CO and whether it
was paid in
         cash or shares.
Item 15. Recent Sales of Unregistered Securities., page II-2

9.       Please disclose the exemption from registration claimed for each of
the company's recent
         sales of unregistered securities.
General

10.      Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the selling securityholders acquired their
shares and warrants, and the
         price that the public securityholders acquired their shares and
warrants. Disclose that
         while the selling securityholders may experience a positive rate of
return based on the
         current trading price, the public securityholders may not experience a
similar rate of return
         on the securities they purchased due to differences in the purchase
prices and the current
         trading price. Please also disclose the potential profit the selling
securityholders will earn
         based on the current trading price. Lastly, please include appropriate
risk factor
         disclosure.
        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 Kathleen Krebs, Special Counsel, at 202-551-3350 or
Matthew Derby,
Legal Branch Chief, at 202-551-3334 with any other questions.



                                                                Sincerely,

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