Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
On
? Near would have a post-transaction pro forma market capitalization of nearly
billion, assuming there are no redemptions by KludeIn's public stockholders and
a successful private placement of
the consummation of the transaction.
? The transaction is expected to generate approximately
proceeds, assuming there are no redemptions by KludeIn's public stockholders
and a successful private placement of
to the transactoin.
KludeIn has also secured a
? Merger consideration is
capital and certain transaction expenses. Near's existing equity holders,
including
Capital, have agreed to convert 100 percent of their ownership stakes into
equity of the post-closing company. The current Near shareholders are expected
to own approximately 68 percent of the post-closing company, assuming there are
no redemptions by KludeIn's public stockholders and a successful private
placement of
transaction.
Attached as Exhibit 99.2 is a news article concerning the Business Combination.
Attached as Exhibit 99.3 is the corrected investor presentation (the "Investor Presentation") that will be used by KludeIn and Near, in connection with the Business Combination.
Attached as Exhibit 99.4 is the script to the Investor Presentation (the "Script") that will be used by KludeIn and Near in conference calls to discuss the Business Combination.
The foregoing information (including the exhibits hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
KludeIn and Near will file relevant materials with the
1 Forward-Looking Statements
This report contains, and certain oral statements made by representatives of
KludeIn and Near and their respective affiliates, from time to time may contain,
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. KludeIn's and Near's
actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as "anticipate," "believe," "budget,"
"continues," "could," "expect," "estimate," "forecast," "future," "intend,"
"may," "might," "strategy," "opportunity," "plan," "possible," "potential,"
"project," "will," "should," "predicts," "scales," "representative of,"
"valuation," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, KludeIn's and Near's expectations with respect to future performance
of Near, anticipated financial impacts of the Business Combination (including
future revenue, pro forma enterprise value and cash balance), the anticipated
addressable market for Near, the satisfaction of the closing conditions to the
Business Combination, the future held by the respective management teams of
KludeIn or Near, the pre-money valuation of Near (which is subject to certain
inputs that may change prior to the Closing of the Business Combination and is
subject to adjustment after the Closing of the Business Combination ), the level
of redemptions of KludeIn's public stockholders and the timing of the Closing of
the Business Combination. These forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the control of KludeIn
and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
(2) the inability of KludeIn to obtain transaction financing between the date of
the Merger Agreement and the Closing, or a default by one or more of investors
on its commitment in connection with any financing, and KludeIn's failure to
find replacement financing; (3) the inability to consummate the Business
Combination in a timely manner or at all, including due to failure to obtain
approval of the stockholders of KludeIn or other conditions to the Closing in
the Merger Agreement, which may adversely affect the price of KludeIn's
securities; (4) delays in obtaining or the inability to obtain any necessary
regulatory approvals required to complete the Business Combination; (5) the risk
that the Business Combination may not be completed by KludeIn's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by KludeIn; (6) the ability to maintain
the listing of KludeIn's securities on a national securities exchange; (7) the
inability to obtain or maintain the listing of KludeIn's securities on Nasdaq
following the Business Combination; (8) the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination; (9) the ability to recognize the
anticipated benefits of the Business Combination and to achieve its
commercialization and development plans, and identify and realize additional
opportunities, which may be affected by, among other things, competition, the
ability of Near to grow and manage growth economically and hire and retain key
employees; (10) costs related to the Business Combination; (11) changes in
applicable laws or regulations, and Near's ability to comply with such laws and
regulations; (12) the effect of the COVID-19 pandemic on KludeIn or Near and
their ability to consummate the Business Combination; (13) the outcome of any
legal proceedings that may be instituted against Near or against KludeIn related
to the Merger Agreement or the Business Combination; (14) the enforceability of
Near's intellectual property, including its patents and the potential
infringement on the intellectual property rights of others; (15) the risk of
downturns in the highly competitive industry in which Near operates; (16) the
possibility that KludeIn or Near may be adversely affected by other economic,
business, and/or competitive factors; and (17) other risks and uncertainties to
be identified in the Registration Statement (when available) relating to the
Business Combination, including those under "Risk Factors" therein, and in other
filings with the
Participants in the Solicitation
KludeIn,
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or a valid exemption from registration thereunder.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Corrected Press Release, datedMay 19, 2022 . 99.2 News Article, "Data intelligence firm Near to go public via$1 billion SPAC deal", datedMay 19, 2022 . 99.3 Corrected Investor Presentation 99.4 Script to Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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