SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Krishnamoorthy Mary

(Last)

(First)

(Middle)

100 W WALNUT ST.

SUITE A-4

(Street)

PASADENA

91124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Near Intelligence, Inc. [ NIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/23/2023		M⁽¹⁾		4,237,500	A	⁽¹⁾⁽²⁾	4,237,500	I	See Footnote⁽³⁾
Common Stock	03/23/2023		J⁽⁴⁾		237,500	D	⁽⁴⁾	4,000,000	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	03/23/2023		M⁽²⁾		4,237,500⁽¹⁾⁽²⁾		⁽²⁾	⁽²⁾	Common Stock⁽²⁾	4,237,500	⁽²⁾	0	I	See Footnote⁽³⁾
Warrants (right to buy)	$11.5	03/23/2023		J⁽¹⁾		5,200,000		04/22/2023	03/23/2028	Common Stock	5,200,000	$1	5,200,000	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Consists of securities acquired in connection with the transactions consummated on March 23, 2023, pursuant to that certain Agreement and Plan of Merger dated May 18, 2022 (as amended from time to time, the "Merger Agreement") by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near Holdings"), pursuant to which (i) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving as a wholly owned subsidiary of KludeIn (the "First Merger"), and (ii) immediately following the First Merger, Near Holdings merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the "Second Merger" and, together with the First Merger, the "Business Combination").

2. The shares of Class B Common Stock, which had no expiration date, automatically converted into shares of Class A Common Stock of KludeIn at the time of the Business Combination on a one-for-one basis. At the effective time of the Business Combination, the shares of Class A Common Stock were redesignated as common stock, par value $0.0001 per share, of the issuer.

3. The shares of common stock are held directly by KludeIn Prime LLC ("KludeIn Prime"). The reporting person's spouse is a managing member of KludeIn Prime, and as such, has shared voting and investment discretion with respect to the shares of common stock held by KludeIn Prime. The reporting person holds a direct or indirect interest in KludeIn Prime and may be deemed to have shared beneficial ownership of the shares of common stock held directly by KludeIn Prime. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the reporting person may have therein, directly or indirectly.

4. Represents the forfeiture, for no consideration, by KludeIn Prime of 237,500 shares of Class B Common Stock of KludeIn upon consummation of the Business Combination.

5. Represents a right to purchase an aggregate of 5,200,000 shares of the issuer's common stock underlying the warrant at an exercise price of $11.50 per share. The warrants are held directly by KludeIn Prime. The reporting person's spouse is a managing member of KludeIn Prime, and as such, has shared voting and investment discretion with respect to the warrants held by KludeIn Prime. The reporting person holds a direct or indirect interest in KludeIn Prime and may be deemed to have shared beneficial ownership of the warrants held directly by KludeIn Prime. The reporting person disclaims any beneficial ownership of the warrants other than to the extent of any pecuniary interest the reporting person may have therein, directly or indirectly.

	/s/ Mary Krishnamoorthy	03/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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