KLUDEIN I ACQUISITION CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 11, 2021, KludeIn I Acquisition Corp., a Delaware corporation (the "Company"), consummated its initial public offering (the "IPO") of 17,250,000 units (the "Units"), including 2,250,000 units sold upon the exercise of the underwriters' over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-251337) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on December 15, 2020 (as amended, the "Registration Statement"):

       ?   An Underwriting Agreement, dated January 6, 2021, by and between the
           Company and BTIG, LLC, a copy of which is attached as Exhibit 1.1
           hereto and incorporated herein by reference.




       ?   A Warrant Agreement, dated January 6, 2021, by and between the Company
           and Continental Stock Transfer & Trust Company, as warrant agent, a
           copy of which is attached as Exhibit 4.1 hereto and incorporated herein
           by reference.




       ?   A Letter Agreement, dated January 6, 2021, by and among the Company,
           its officers and directors and the Company's sponsor, KludeIn Prime LLC
           (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
           incorporated herein by reference.




       ?   An Investment Management Trust Agreement, dated January 6, 2021, by and
           between the Company and Continental Stock Transfer & Trust Company, as
           trustee, a copy of which is attached as Exhibit 10.2 hereto and
           incorporated herein by reference.




       ?   A Registration Rights Agreement, dated January 6, 2021, by and among
           the Company and certain security holders, a copy of which is attached
           as Exhibit 10.3 hereto and incorporated herein by reference.




       ?   A Private Placement Warrant Purchase Agreement, dated January 6, 2021
           (the "Warrant Subscription Agreement"), by and between the Company and
           the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and
           incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Warrant Subscription Agreement, the Company completed the private sale of 5,200,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,200,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 6, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

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Item 8.01. Other Events.

A total of $172,500,000, comprised of $169,050,000 of the proceeds from the IPO (which amount includes $6,037,050 of the underwriters' deferred discount) and $3,450,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity, and (iii) the redemption of all of the Company's public shares if it has not completed the initial business combination within 18 months from the closing of the IPO, subject to applicable law.

On January 6, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 11, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.   Description

1.1             Underwriting Agreement, dated January 6, 2021, by and between the
              Company and BTIG, LLC.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated January 6, 2021, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent.

10.1            Letter Agreement, dated January 6, 2021, by and among the Company,
              its officers and directors and the Sponsor.

10.2            Investment Management Trust Agreement, dated January 6, 2021, by and
              between the Company and Continental Stock Transfer & Trust Company, as
              trustee.

10.3            Registration Rights Agreement, dated January 6, 2021, by and among
              the Company and certain security holders.

10.4            Private Placement Warrants Purchase Agreement, dated January 6, 2021,
              by and between the Company and the Sponsor.

99.1            Press Release, dated January 6, 2021.

99.2            Press Release, dated January 11, 2021.




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