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KludeIn I Acquisition Corp. *

KludeIn I Acquisition Corp. *

Dec 15, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Near Intelligence, Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: NIR

KludeIn I Acquisition Corp. proposes to combine with Near Intelligence, Inc.

Near is a global SaaS leader in privacy-led data intelligence, curates one of the world’s largest sources of intelligence on people, places, and products. Near processes data from over 1.6 billion unique user IDs, in over 70 million places across 44 countries to empower marketing and operational data leaders to confidently reach, understand, and market to consumers and optimize their business results. With offices in Los Angeles, Silicon Valley, Paris, Bangalore, Singapore, Sydney and Tokyo, Near serves major enterprises in retail, real estate, restaurants, tourism, technology, marketing, and other industries.

SUBSEQUENT EVENT – 1/17/23 – LINK

  • On January 17, 2023, the Company determined to offer a one-time waiver of the restrictions under the Lock-Up Agreements with certain Holders solely with respect to certain securities of Near held by such Holders, such that the restrictions under the Lock-Up Agreements with such Holders will no longer apply to such Released Securities. The Released Securities consist of 7.5% of the total number of shares of capital stock of Near held by such Holders as of the date of the Notice of Waiver, equal to an aggregate of 23,453 shares of Near
    • All other Restricted Securities held by such Holders will remain fully subject to the Lock-Up Agreements in all respects, and the Lock-Up Agreements will remain unchanged and in full force and effect. 

SUBSEQUENT EVENT – 12/27/22 – LINK

  • The Company and Near entered into that certain Amendment No. 2 to Agreement and Plan of Merger.
    • The Second Amendment to Merger Agreement revises the Merger Agreement to reduce the Company Base Value from $675 million, plus the aggregate amount of proceeds of the Permitted Equity Financing (if any), to $575 million, plus the aggregate amount of proceeds of the Permitted Equity Financing (if any).
    • Additionally, the Second Amendment to Merger Agreement extends the Outside Date from January 11, 2023 to April 11, 2023.
  • The Sponsors will also forfeit 237,500 Founder Shares

SUBSEQUENT EVENT – 11/9/22 – LINK

  • The Amendment revises certain provisions of the Merger Agreement to reduce the size of the board of directors of the Company following the Closing from seven directors to five directors, with one director to be designated by the Company, one director to be designated by Near, and three directors who are independent under the rules of The Nasdaq Stock Market that are mutually agreed by the Company and Near prior to the Closing.
  • In addition, the Amendment revises provisions of the Merger Agreement relating to Near’s ability to incur additional indebtedness prior to the Closing and to amounts that will be counted toward the minimum cash condition to Closing. Specifically, the definition of “Permitted Debt” was expanded to include, among other things, any currently existing indebtedness of Near as well as up to $100,000,000 of the original principal amount of indebtedness pursuant the Financing Agreement and any other financing agreements entered into with the prior written consent of the Company.
  • Pursuant to the Amendment, the minimum cash condition to Closing was revised such that, upon the Closing, the Company is required to have cash and cash equivalents, including funds remaining in its trust account (after giving effect to the payment of public stockholder redemptions) and the proceeds of any funded transaction financing, prior to the payment of the Company’s unpaid expenses and before repayment of any loans owed by the Company to its sponsor, at least equal to $95,000,000 less the aggregate amount of proceeds of any permitted equity financing and any Permitted Debt of Near (including pursuant to the Financing Agreement) that is eligible for drawdown following the Closing or was previously drawn down prior to the Closing.

EXTENSION – 7/7/22 – LINK

  • On July 7, 2022, KludeIn I Acquisition Corp. issued a promissory note to the Sponsor.
  • Pursuant to the Note, the Sponsor agreed to loan to the Company up to an aggregate principal amount of $2,060,070 to deposit into the Company’s trust account in connection with the extension of the Company’s termination date from July 11, 2022 to January 11, 2023.
  • The Company will deposit equal installments of the Extension Funds, or $343,345, into the Trust Account on a monthly basis for each month of the Extension and such amount will be distributed either to:
    • (i) all of the holders of shares of Class A common stock of the Company upon the Company’s liquidation or
    • (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination.
  • In connection with the first month of the Extension, the Company drew down $343,345 under the Note.

TRANSACTION

  • The transaction is expected to generate gross proceeds of $268 million, assuming there are no redemptions and a successful private placement of $95 million of common stock.
  • In addition, the parties have executed a $100 million committed equity financing facility (the “CEF Facility”) with CF Principal Investments LLC (“CFPI”), an affiliate of Cantor Fitzgerald L.P. (“Cantor”).
  • Near’s existing equity holders, including Sequoia Capital, Telstra Ventures, J.P. Morgan, and Greater Pacific Capital, have agreed to convert 100 percent of their ownership stakes into the equity of the Company.
  • The current Near shareholders are expected to own approximately 68 percent of the Company, assuming there are no redemptions by KludeIn’s public stockholders and successful private placement of $95 million of KludeIn’s common stock.

near transoverview

PIPE

  • Proposed private placement of $95 million of KludeIn’s common stock

COMMITTED EQUITY FINANCING FACILITY

  • A $100 million committed equity financing facility (the “CEF Facility”) with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald L.P.
    • Near will have the right from time to time at its sole discretion until the first day of the month next following the 36-month period from and after the Commencement, to direct CF to purchase up to a specified maximum amount of shares of Common Stock as set forth in the Common Stock Purchase Agreement by delivering written notice to CF prior to the commencement of trading on any trading day.
    • Near will control the timing and amount of any sales of the Common Stock to CF.
    • Actual sales of shares of the Common Stock to CF under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by Near from time to time, including, among other things, market conditions, and the trading price of the Common Stock.
    • Both the company and CF will have the right to terminate the agreement
    • Near will issue to CF shares of Common Stock in an amount equal to $2,000,000 at a per-share price based on the price of Near’s Common Stock on the Commencement Date to CF as consideration for its irrevocable commitment to purchase the shares of Common Stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement.

EARNOUT

  • Management Earnout
    • A new equity incentive plan, pursuant to which KludeIn will issue up to a number of shares equal to six percent (6%) of the shares issued as the Merger Consideration, and (b) a new management performance plan (the “Management Performance Plan”), pursuant to which KludeIn shall issue up to a number of shares equal to eight percent (8%) of the shares issued as the Merger Consideration to certain members of management should certain milestones provided therein be met within five (5) years after the Closing
  • The Sponsor and Company stockholders do not have an earnout.

LOCK-UP

  • Company and Sponsor
    • One year following the Closing Date or if the shares trade above $12.00/Share for any 20/30 trading days at least 150 days after the Closing
  • Some stockholders other than the Company and Sponsor will only be subject to a 180-day lock-up
  • On January 17, 2023, the Company determined to offer a one-time waiver of the restrictions under the Lock-Up Agreements with certain Holders solely with respect to certain securities of Near held by such Holders, such that the restrictions under the Lock-Up Agreements with such Holders will no longer apply to such Released Securities. The Released Securities consist of 7.5% of the total number of shares of capital stock of Near held by such Holders as of the date of the Notice of Waiver, equal to an aggregate of 23,453 shares of Near
    • All other Restricted Securities held by such Holders will remain fully subject to the Lock-Up Agreements in all respects, and the Lock-Up Agreements will remain unchanged and in full force and effect. 

NOTABLE CONDITIONS TO CLOSING

  • KludeIn having cash and cash equivalents, including funds remaining in the Trust Account and the proceeds of any Transaction Financing, prior to the payment of KludeIn’s unpaid transaction expenses due at the Closing, at least equal to $95,000,000 less the aggregate amount of proceeds of any Permitted Equity Financing (the “Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • By either KludeIn or Near if any of the conditions to Closing have not been satisfied or waived by July 11, 2022
    • The Second Amendment to Merger Agreement extends the Outside Date from January 11, 2023 to April 11, 2023.
    • Provided, that if KludeIn obtains the approval of its stockholders for the Permitted Extension, then the Outside Date, automatically and without action on the part of any party, will be extended for an additional period ending on the last date then in effect for KludeIn to consummate its “Business Combination”

ADVISORS

  • Kirkland & Ellis LLP is serving as legal advisor to Near.
  • Cantor Fitzgerald & Co. is serving as capital markets advisor to KludeIn
  • Ellenoff Grossman & Schole LLP is serving as legal advisor to KludeIn.
  • DLA Piper LLP (US) is serving as legal advisor to Cantor.
  • King and Spalding LLP acted as legal counsel to CF Principal Investments LLC in connection with the CEF Facility.

MANAGEMENT & BOARD

Executive Officers

Narayan Ramachandran, 58
Chief Executive Officer and Chairman

Narayan Ramachandran is a successful investment professional with over three decades of investment experience. Between January 2016 and December 2019, Mr. Ramachandran served as a General Partner and Vice Chairman of L Catterton Asia, a leading consumer-focused private equity firm with more than $3 billion in assets under management. Prior to that, Mr. Ramachandran co-founded InKlude Labs, a social enterprise incubator, and KludeIn Ventures, a Palo Alto-based investment firm focused on strategic investments in high growth companies, and has served as the Chairman and General Partner of KludeIn Management LLC, since June 2015. He previously served as the head of Morgan Stanley in India from July 2006 to February 2010, and also led Morgan Stanley’s Global Emerging Markets and Global Asset Allocation portfolio management teams from March 2001 to July 2006, managing over $25 billion in assets. Mr. Ramachandran received a B.S with distinction in chemical engineering from IIT Bombay, and holds an MBA from the Ross School of Business, University of Michigan. Mr. Ramachandran is a Chartered Financial Analyst.

Mini Krishnamoorthy, 41
Chief Financial Officer and Director

Mini Krishnamoorthy has served as the Chief Financial Officer and the Head of Data Analytics for ZeeMee Inc., a venture-funded education technology company based in Silicon Valley, since September 2016, where she leads a team of data scientists to provide key analytics to customers. She has effectively overseen key growth initiatives at ZeeMee Inc and now works with 75 universities in the United States who use ZeeMee’s services to effectively recruit undergraduate students globally. From 2015 to 2016, Ms. Krishnamoorthy served as a senior member of the Capital Markets team of Kabbage, Inc., a financial technology company providing small business loans. From 2013 to 2015, Ms. Krishnamoorthy served as Chief of Staff for Corporate Development and Treasury at HP Inc. and was part of the strategy and planning team during HP’s restructure. Previously, she worked at Deutsche Bank as part of Global Banking and Markets Chief Operating Office team in London and started her career at Commonwealth Bank of Australia in the Structured Finance team. Ms. Krishnamoorthy received her MBA from Macquarie Graduate School of Management in Sydney, Australia, and a Bachelor’s Degree in Actuarial Studies from Macquarie University in Sydney, Australia.

Sriram Raghavan, 48
Co-President

Sriram Raghavan is a serial entrepreneur and investor in both the public and private markets. Mr. Raghavan co-founded KludeIn, an investment partnership, in 2015, and has served as a General Partner since then. From October 2018 to December 2019, he was a Partner with L Catterton Asia. Prior to that, Mr. Raghavan served on the Strategic Advisory Board of L Catterton, where he provided leadership in Consumer Technology Investing. Prior to that, Mr. Raghavan has founded, built and sold technology focused companies in the United States and India, including Comat Technologies, a social enterprise specializing in delivering of information based services to rural India, in 2011. He was also an early contributor to the design of the Aadhar system, India’s unique ID system covering over a billion residents. Mr. Raghavan received his B.S. in Electronics Engineering, and attended the Executive Program of Global Leadership and Public Policy for the 21st Century at the John F. Kennedy School of Government at Harvard University in 2010. Mr. Raghavan has also received several personal accolades in recognition of his work, including being honored with the Social Innovation Park Fellow Award in 2010 as a high achieving individual creating systemic social change and the Young Global Leader by the World Economic Forum for 2010.

Dr Ashish Gupta, 53
Co-President

Dr. Ashish Gupta is a successful entrepreneur and investment professional with over 25 years of technology investment experience in the United States and in India. For the past 5 years, Dr. Gupta has been an independent business consultant through his consulting firm, GGT2 LLC. He is the co-founder of Helion Ventures, an India-focused venture capital firm with over $600 million under management. He currently serves on the board of directors of Info Edge (NSE INDIA: NAUKRI) and Hindustan Unilever (NSE INDIA: HINDUNILVR) in India. Dr. Gupta has co-founded two successful companies, Junglee (acquired by Amazon) and Tavant Technologies, and previously worked as a Kauffman Fellow at Woodside Fund from 2003 to 2004 and as an Investment Partner at Woodside Fund from 2004 to 2005. Dr. Gupta worked was a senior member of the Technical Staff at Oracle Corporation from 1995 to 1996 and as a member of the Research Staff at IBM from 1994 to 1995. Dr. Gupta received a Ph.D. in Computer Science from Stanford University and a B.S. in Computer Science from IIT Kanpur, where he was awarded the President’s Gold medal.

Board of Directors

Krishnan Rajagopalan, 60
Director

Krishnan Rajagopalan will serve as a director upon the effectiveness of the registration statement to which this prospectus forms a part. Mr. Rajagopalan has over 18 years of experience in executive search, having led C-suite and Board level searches for global corporations across all industries, including technology, consumer markets, healthcare, financial services and private equity. Since July 2017, Mr. Rajagopalan has been serving as the President and Chief Executive Officer for Heidrick & Struggles International, Inc., a global leadership advisory firm providing executive search, leadership assessment and development, organization and team effectiveness, and culture shaping services. He also serves on the Board of Directors of Heidrick & Struggles and leads the firm’s global Management Committee since July 2017, and served as acting President and CEO and interim Principal Executive Officer from April to July 2017. Mr. Rajagopalan formerly led Heidrick & Struggles’ Global Executive Search business unit from January 2015 to July 2017, and also led the firm’s Global Technology & Services practice from 2007 to 2015. Prior to joining Heidrick & Struggles, Mr. Rajagopalan was a Vice President and Partner with A.T. Kearney Consulting. During his tenure with A.T. Kearney, he focused on strategy, operations/procurement and e-business across a wide array of industries including technology services, hi-tech and manufacturing. Prior to joining A.T. Kearney, Mr. Rajagopalan was a consultant with PricewaterhouseCoopers LLP in its Strategic Management Consulting Group. Before embarking on his consulting career, Mr. Rajagopalan was a Lead Engineer with Harris Corporation in the commercial satellite communications arena. Mr. Rajagopalan earned a Master of Business Administration degree from The University of Chicago Booth School of Business, and holds Master of Science and Bachelor of Science degrees in engineering from Johns Hopkins University. He has been recognized as one of the “100 Most Influential Executive Recruiters in the World” by Business Week. He is also a recipient of the Distinguished Alumnus Award from Johns Hopkins University, a member of its G.W.C. Whiting School of Engineering National Advisory Council and a member of the US-China Business Council where he serves as Head of the Nominating Committee.

Madhavan Rangaswami, 65
Director

Mr. Rangaswami is co-founder and Managing Director of Sand Hill Group, one of the earliest angel investment firms in Silicon Valley that was founded in 1997. He also served as a director at BDNA Inc., an enterprise technology company from 2000 until its acquisition in 2017. Prior to that, he served as Chief Marketing Officer at Baan Company from 1995 to 1996 and VP of Applications Marketing from 1988 to 1992 at Oracle Corporation where he helped launch products and markets. Mr. Rangaswami holds a Bachelor’s degree in Commerce and a Bachelor’s degree in Law from University of Madras and an MBA from Kent State University.

Mark Bailey, 61
Director

Mark Bailey is a founder & partner of DFJ Growth in Menlo Park, California and has served in that capacity since its inception in September 2005. Mr. Bailey has served on the boards of directors of a number of companies, including Cylance, Inc. and Immuta, Inc. He holds a B.S.E. in electrical engineering and computer science from Princeton University and an MBA from Harvard University.

 

ByKristi Marvin