NIR Near Intelligence Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): January 5, 2024

 

 

Near Intelligence, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39843		85-3187857
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

100 W Walnut St., Suite A-4 Pasadena, California		91124
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (628) 889-7680

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)(1)		Name of each exchange on which registered
Common Stock par Value $0.0001 per Share		NIRLQ		N/A
Warrants, each exercisable for one share of Common Stock for $11.50 per share		NIRWQ		N/A

 

(1)

On December 19, 2023, our common stock and warrants were suspended from trading on the Nasdaq Global Market and the Nasdaq Capital Market, respectively. On December 19, 2023, our common stock and warrants began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “NIRLQ” and “NIRWQ”, respectively. On December 27, 2023, Nasdaq Stock Market LLC filed a Form 25 delisting our common stock and warrants from trading on Nasdaq, which delisting will become effective ten days thereafter. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days from the date of the Form 25 filing.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

 

 

 

Item 7.01 Regulation FD Disclosure

  

As previously disclosed, on December 8, 2023, Near Intelligence, Inc. (the “Company”) and certain of its subsidiaries (such subsidiaries being Near Intelligence LLC, Near North America, Inc. and Near Intelligence Pte. Ltd.) (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”).

 

Non-Debtor Report

 

On January 5, 2024, the Company filed with the Court a periodic report in accordance with Rule 2015.3 of the Federal Rules of Bankruptcy Procedure (the “Non-Debtor Report”) regarding the value, operations, profitability and certain other financial information of certain non-debtor subsidiaries of the Company, a copy of which is attached hereto as Exhibit 99. 1 and is incorporated herein by reference.

 

The Company expects to file in the future similar reports and other documents with the Court while the Cases remain pending. The filing of such reports and other documents may not be accompanied by a Form 8-K filing. These reports and other documents will also be available for review free of charge at https://restructuring.ra.kroll.com/near/. Investors should review this website for additional information regarding the Debtors and the Cases.

 

Cautionary Statement Regarding Non-Debtor Reports and Other Documents

 

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Non-Debtor Report or any similar reports or other documents that have been or in the future are filed with the Court and that such reports are not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Non-Debtor Report and any other reports or documents that have been or in the future are filed with the Court are limited in scope, cover a limited time period, and are prepared solely for the purpose of complying with the reporting requirements of the Court. The Non-Debtor Report and any similar reports or other documents that have been or in the future are filed with the Court are not audited or reviewed by independent accountants, are not prepared in accordance with generally accepted accounting principles (“GAAP”) and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures, are in a format prescribed by applicable bankruptcy laws or rules, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Non-Debtor Report and any similar reports or other documents that have been or in the future are filed with the Court are complete. Results and projections set forth in the Non-Debtor Report or any similar reports or other documents that have been or in the future are filed with the Court should not be viewed as indicative of future results.

 

Limitation on Incorporation by Reference

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

 

 

Cautionary Statements Regarding Trading in the Company’s Securities.

 

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Cases. The Company currently does not expect that holders of the Company’s common stock or other equity securities will receive any payment or other distribution on account of those securities in the Cases given the expected sales proceeds (which currently under the Asset Purchase Agreement consists of a credit bid) and the amount of the Debtors’ liabilities to more senior creditors. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements about the Company’s plans to sell its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code and the timing of such sales and ability to satisfy closing conditions; the lack of distributions to equity securityholders in the Cases; and other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the Chapter 11 filings on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process and any potential asset sale; the effect of the Chapter 11 filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits:

 

Exhibit		Description
99.1		Non-Debtor Report, dated January 5, 2024.
104		The cover page from Near Intelligence, Inc.’s Current Report on Form 8-K is formatted in iXBRL.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	NEAR INTELLIGENCE, INC.
Date: January 5, 2024	By:	/s/ John Faieta
		John Faieta
		Chief Financial Officer

 

 

-3-

Exhibit 99.1

 

IN THE UNITED STATES BANKRUPTCY COURT

 

FOR THE DISTRICT OF DELAWARE

 

In re:		Chapter 11
NEAR INTELLIGENCE, INC., et al.,1		Case No. 23-11962 (TMH)
Debtors.		(Jointly Administered)

 

PERIODIC REPORT PURSUANT TO BANKRUPTCY RULE 2015.3

 

Pursuant to Rule 2015.3(a) of the Federal Rules of Bankruptcy Procedure, Near Intelligence, Inc. and its affiliated debtors, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), submit this report (this “Periodic Report”) on the value, operations, and profitability of certain non-Debtor entities in which one or more Debtors hold a substantial or controlling interest (each a “Controlled Non-Debtor Entity” and collectively the “Controlled Non-Debtor Entities”). This Periodic Report has been prepared solely for the purpose of complying with the Federal Rules of Bankruptcy Procedure. This Periodic Report includes the three non-Debtor entities that are directly owned by one or more of the Debtors.

 

The following exhibits are attached hereto:

 

Exhibit A-1	Unaudited Balance Sheet for Controlled Non-Debtor Entities as of December 31, 2022
Exhibit A-2	Unaudited Statement of Operations of Controlled Non-Debtor Entities as of December 31, 2022
Exhibit A-3	Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities as of December 31, 2022
Exhibit A-4	Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities as of December 31, 2022
Exhibit A-5	Unaudited Balance Sheet of Controlled Non-Debtor Entities as of September 30, 2023
Exhibit A-6	Unaudited  Statement  of  Operations  of  Controlled  Non-Debtor  Entities (January 2023 to September 2023)
Exhibit A-7	Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities (September 2023)
Exhibit A-8	Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities (January 2023 to September 2023)

 

1

The Debtors in these chapter 11 cases, along with the last four digits of their federal tax identification numbers, to the extent applicable, are Near Intelligence, Inc. (7857), Near Intelligence LLC (7857), Near North America, Inc. (9078), and Near Intelligence Pte. Ltd. The Debtors’ headquarters is located at 100 W Walnut St., Suite A-4, Pasadena, CA 91124.

 

 

Exhibit B	Description of Operations for the Controlled Non-Debtor Entities
Exhibit C	Description of Claims Between the Controlled Non-Debtor Entities
Exhibit D	Description of how taxes are allocated between the Controlled Non-Debtor Entities and the Debtors
Exhibit E	Description of Controlled Non-Debtor Entities’ Payments of Administrative Expenses or Professional Fees Otherwise Payable by a Debtor

 

The undersigned, having reviewed the attached exhibits and this Periodic Report, and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury that this Periodic Report is complete, accurate, and truthful to the best of his knowledge.

 

Date: January 5, 2023

	/s/ John Faieta
	Name:	John Faieta
	Title:	Chief Financial Officer

 

 

GENERAL NOTES

 

Description of these Chapter 11 Cases

 

On December 8, 2023 (the “Petition Date”), Near Intelligence, Inc. and its affiliated debtors in the above-captioned chapter 11 cases (collectively, the “Debtors”) commenced with the United States Bankruptcy Court for the District of Delaware (the “Court”) voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors are authorized to continue operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On December 11, 2023, the Bankruptcy Court entered an order authorizing the joint administration of these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. On December 22, 2023, the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Additional information about these chapter 11 cases, court filings, and claims information is available at the Debtors’ restructuring website: https://cases.ra.kroll.com/near/.

 

Financial Statements

 

In this Periodic Report, the Debtors provide balance sheets and statements of income (loss) for each Non-Debtor Entity for the period covered as indicated on each Exhibit.

 

The financial statements contained herein include the results of those entities in which the Debtors hold a direct or indirect substantial and controlling interest. The financial statements are unaudited, limited in scope, have not been reviewed by an independent audit firm and do not fully comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial statements have been derived from the books and records of the Debtors and the Controlled Non-Debtor Entities. If U.S. GAAP procedures had been applied in full, the Debtors believe that the financial information could be subject to changes and these changes could be material.

 

Although the Debtors’ management made reasonable efforts to ensure that the financial information is accurate and complete based on information that was available to them at the time of preparation, subsequent information or discovery may result in material changes to the information. Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update this Periodic Report. Nothing contained in this Periodic Report shall constitute a waiver of any rights of the Debtors, including the right to amend the information contained herein.

 

The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information.

 

 

The results of operations contained herein are not necessarily indicative of results that are expected from any other period and may not necessarily reflect the results of operations or financial position of the non-Debtors in the future. Further, this Periodic Report is limited in scope, covers a limited time period, and has been prepared solely for purposes of fulfilling the requirements of Bankruptcy Rule 2015.3. Given, among other things, the uncertainty surrounding the realization, measurement, and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a non-Debtor entity shows more assets than liabilities, this is not an admission that the non-Debtor entity was solvent on the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other information included in this Periodic Report. Likewise, to the extent that a non-Debtor entity shows more liabilities than assets, this is not an admission that the non-Debtor entity was insolvent on the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other information included in this Periodic Report.

 

The balance sheets and statements of income have been included for the non-Debtor affiliates to the extent available on a basis consistent with the Debtor’s consolidated financial statements.

 

Current Values

 

The Debtors do not maintain fair market value or other bases of valuation for these entities, which may differ substantially from the net book value of these entities.

 

Reservation of Rights

 

Nothing contained in this Periodic Report shall constitute a waiver or admission by the Debtors in any respect, nor shall this Periodic Report or any information set forth herein waive or release any of the Debtors’ rights or admission with respect to these chapter 11 cases, or their estates, including with respect to, among other things, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of the Bankruptcy Code and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The Debtors are reviewing the assets and liabilities of their affiliates on an ongoing basis, including without limitation with respect to intercompany claims and obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors’ or their affiliates’ rights with respect to such assets, liabilities, claims, and obligations that may exist.

 

Currency

 

The amounts herein are presented in U.S. Dollars, unless otherwise stated.

 

 

EXHIBIT A-1

 

Unaudited Balance Sheet for Controlled Non-Debtor Entities as of December 31, 2022

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-1 – Unaudited Balance Sheet as of December 31, 2022

 

		Near Intelligence				Near Intelligence				Near Intelligence
USD Actuals		Pvt Ltd				SAS				Pty Ltd
Assets
Current assets:
Cash and cash equivalents			171,920				1,440,846				27,529
Restricted cash			32,198				307,373				-
Accounts receivable, net of allowance for credit losses			2,678,351				3,912,591				156,234
Prepaid expenses and other current assets			590,765				2,711,519				36,410
Total current assets			3,473,235				8,372,328				220,173
Property and equipment, net			119,765				190,547				8,883
Operating lease right-of-use assets			813,832				2,014,123				-
Other assets			84,470				-				(2,221	)
Total assets			4,491,302				10,576,998				226,835
Liabilities:
Current liabilities:
Current portion of long-term borrowings			-				-				-
Accounts payable			48,481				1,845,170				19,753
Accrued expenses and other current liabilities			2,658,786				2,449,921				87,575
Current portion of operating lease liabilities			325,439				314,390				-
Derivative liabilities			-				-				-
Total current liabilities			3,032,705				4,609,480				107,328
Long-term borrowings, less current portion			-				1,588,270				-
Long-term operating lease liabilities			559,891				1,795,512				-
Long-term derivative liabilities			-				-				-
Other liabilities			188,285				-				-
Total liabilities			3,780,881				7,993,262				107,328
Stockholders’ equity (deficit)
Common stock			1,365				69,263				-
Additional paid-in-capital			(242,046	)			1,530,423				-
Accumulated deficit			998,681				941,284				123,146
Accumulated other comprehensive loss			(47,579	)			42,766				(3,639	)
Total stockholders’ equity (deficit)			710,422				2,583,736				119,507
Total liabilities and stockholders’ equity (deficit)			4,491,303				10,576,998				226,835

 

 

EXHIBIT A-2

 

Unaudited Statement of Operations of Controlled Non-Debtor Entities as of December 31, 2022

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-2 – Unaudited Statement of Operations - (January 2022 to December 2022)

 

		Near Intelligence				Near Intelligence				Near Intelligence
USD Actuals		Pvt Ltd				SAS				Pty Ltd
Revenue			6,196,077				11,780,862				1,920,278
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			693,082				4,786,064				-
Product and technology			2,618,054				-				-
Sales and marketing			523,938				4,564,184				1,596,325
General and administrative			1,497,653				1,334,886				177,958
Depreciation and amortization			56,984				25,341				4,364
Total costs and expenses			5,389,711				10,710,474				1,778,648
Operating Profit (loss)			806,366				1,070,387				141,630
Interest expense, net			52,252				43,011				-
Changes in fair value of derivative liabilities			-				-				-
Loss (gain) on extinguishment of debt, net			-				(663,091	)			-
Other income, net			(353,023	)			(636,578	)			-
Income (Loss) before income tax expense			1,107,138				2,327,046				141,630
Income tax expense			282,993				165,427				35,408
Net Income (loss)			824,144				2,161,619				106,222

 

 

EXHIBIT A-3

 

Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities as of December 31, 2022

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-3 – Unaudited Statement of Changes in Equity (December 2022)

 

USD Actuals		Near Intelligence Pvt Ltd				Near Intelligence SAS				Near Intelligence Pty Ltd
Total Equity (12/31/2021)			(67,842	)			415,679				16,410
Common Stock		$	-				-				-
Additional Paid in Capital			-				-				-
Retained Earnings			824,144				2,161,619				106,222
Currency translation adjustments			(45,882	)			6,438				(3,125	)
Total Equity (12/31/2022)		$	710,421			$	2,583,736			$	119,507

 

 

EXHIBIT A-4

 

Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities as of December 31, 2022

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-4 – Unaudited Statement of Cash Flows (January 2022 to December 2022)

 

USD Actuals		Near Intelligence Pvt Ltd				Near Intelligence SAS				Near Intelligence Pty Ltd
Cash flows from operating activities:
Net Profit			824,144				2,161,619				106,222
Adjustments to reconcile net loss to net cash used in operating activities:
Add Depreciation and amortization			56,984				25,341				4,364
Add Amortisation of ROU & Interest on Leases			(2,923	)			95,778				-
Changes in operating assets and liabilities:
Accounts receivable & Other current assets			(2,765,391	)			(2,339,179	)			(16,732	)
Other assets			(7,623	)			21,201				2,261
Accounts payable			2,397,690				2,620,571				(60,130	)
Accrued expenses and other current liabilities			(329,291	)			(721,665	)			-
Net cash used in operating activities			173,591				1,863,666				35,985
Cash flows from investing activities:
Additions to property and equipment			(54,757	)			(142,477	)			(6,647	)
Net cash provided by investing activities			(54,757	)			(142,477	)			(6,647	)
Cash flows from financing activities
Repaymnet of debts			-				(1,400,354	)			-
Net cash provided by financing activities			-				(1,400,354	)			-
			(45,882	)			6,438				(3,125	)
Effect of exchange rates on cash, cash equivalents and restricted cash			(21,999	)			(109,060	)			(1,809	)
Net (decrease) increase in cash, cash equivalents and restricted cash			96,834				211,774				27,529
Cash, cash equivalents and restricted cash at beginning of year			107,284				1,536,444				-
Cash, cash equivalents and restricted cash at the end of the year			204,118				1,748,219				27,529
Supplemental disclosure of cash flow information:
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents			171,920				1,440,846				27,529
Restricted cash			32,198				307,373				-
Total cash, cash equivalents and restricted cash shown in the statement of cash flow			204,118				1,748,219				27,529

 

 

EXHIBIT A-5

 

Unaudited Balance Sheet of Controlled Non-Debtor Entities as of September 30, 2023

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-5 – Unaudited Balance Sheet as of September 30, 2023

 

USD Actuals		Near Intelligence Pvt Ltd				Near Intelligence SAS				Near Intelligence Pty Ltd
Assets
Current assets:
Cash and cash equivalents			143,352			$	1,133,581			$	40,299
Restricted cash			33,005				200,442				-
Accounts receivable, net of allowance for credit losses			1,413,734				3,822,768				279,952
Prepaid expenses and other current assets			753,477				5,388,114				62,442
Total current assets			2,343,569				10,544,905				382,693
Property and equipment, net			122,017				289,973				6,313
Operating lease right-of-use assets			580,943				1,749,847				-
Other assets			83,959				-				(2,097	)
Total assets		$	3,130,489			$	12,584,725			$	386,909
Liabilities:
Current liabilities:
Current portion of long-term borrowings			-				-				-
Accounts payable			88,224				2,240,299				14,723
Accrued expenses and other current liabilities			896,435				2,206,862				154,101
Current portion of operating lease liabilities			396,566				351,044				-
Derivative liabilities			-				-				-
Total current liabilities			1,381,225				4,798,205				168,824
Long-term borrowings, less current portion			-				1,169,977				-
Long-term operating lease liabilities			244,997				1,508,936				-
Long-term derivative liabilities			-				-				-
Other liabilities			248,669				-				-
Total liabilities		$	1,874,891			$	7,477,117			$	168,824
Stockholders’ equity (deficit)
Common stock			1,365				69,263				-
Additional paid-in-capital			(242,046	)			1,530,423				-
Accumulated deficit			1,554,074				3,559,125				232,508
Accumulated other comprehensive loss			(57,795	)			(51,204	)			(14,424	)
Total stockholders’ equity (deficit)			1,255,598				5,107,607				218,085
Total liabilities and stockholders’ equity (deficit)		$	3,130,490			$	12,584,725			$	386,909

 

 

EXHIBIT A-6

 

Unaudited Statement of Operations of Controlled Non-Debtor Entities (January 2023 to September 2023)

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-6 – Unaudited Statement of Operations - (January 2023 to September 2023)

 

		Near Intelligence				Near Intelligence				Near Intelligence
USD Actuals		Pvt Ltd				SAS				Pty Ltd
Revenue			5,278,609				11,988,363				1,838,265
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			360,669				4,914,175				-
Product and technology			2,052,091				1,276,834				-
Sales and marketing			614,187				1,940,223				1,490,217
General and administrative			1,425,945				1,386,252				212,102
Depreciation and amortization			45,351				30,274				3,068
Total costs and expenses			4,498,242				9,547,758				1,705,387
Operating Profit (loss)			780,367				2,440,604				132,879
Interest expense, net			33,816				(21,449	)			-
Changes in fair value of derivative liabilities			-				-				-
Loss (gain) on extinguishment of debt, net			-				-				-
Other income, net			35,186				(358,890	)			-
Income (Loss) before income tax expense			711,365				2,820,944				132,879
Income tax expense			155,972				203,102				23,517
Net Income (loss)			555,393				2,617,841				109,362

 

 

EXHIBIT A-7

 

Unaudited Statement of Changes in Equity of Controlled Non-Debtor Entities (September 2023)

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-7 – Unaudited Statement of Changes in Equity (September 2023)

 

USD Actuals		Near Intelligence Pvt Ltd				Near Intelligence SAS				Near Intelligence Pty Ltd
Total Equity (12/31/2022)			710,421				2,583,736				119,507
Common Stock		$	-			$	-			$	-
Additional Paid in Capital			-				-				-
Retained Earnings			555,393				2,617,841				109,362
Currency translation adjustments			(10,216	)			(93,970	)			(10,784	)
Total Equity (09/30/2023)		$	1,255,598			$	5,107,607			$	218,085

 

 

EXHIBIT A-8

 

Unaudited Statement of Cash Flows of Controlled Non-Debtor Entities (January 2023 to September 2023)

 

 

NEAR INTELLIGENCE, INC., ET AL.

NON-DEBTOR AFFILIATES

Exhibit A-8 – Unaudited Statement of Cash Flows (January 2023 to September 2023)

 

USD Actuals		Near Intelligence Pvt Ltd				Near Intelligence SAS				Near Intelligence Pty Ltd
Cash flows from operating activities:
Net Profit			555,393				2,617,841				109,362
Adjustments to reconcile net loss to net cash used in operating activities:
Add Depreciation and amortization			45,351				30,274				3,068
Add Amortisation of ROU & Interest on Leases			(10,878	)			14,354				-
Changes in operating assets and liabilities:
Accounts receivable			1,119,903				(2,262,326	)			(139,738	)
Other assets			519				-				(116	)
Accounts payable			(1,763,032	)			(263,967	)			57,384
Accrued expenses and other current liabilities			73,659				-				-
Net cash used in operating activities			20,915				136,177				29,960
Cash flows from investing activities:
Additions to property and equipment			(47,603	)			(129,700	)			(498	)
Net cash provided by investing activities			(47,603	)			(129,700	)			(498	)
Cash flows from financing activities
Repaymnet of debts			-				(418,293	)			-
Net cash provided by financing activities			-				(418,293	)			-
Effect of exchange rates on cash, cash equivalents and restricted cash			(1,072	)			(2,381	)			(16,693	)
Net (decrease) increase in cash, cash equivalents and restricted cash			(27,760	)			(414,196	)			12,770
Cash, cash equivalents and restricted cash at beginning of period			204,118				1,748,219				27,529
Cash, cash equivalents and restricted cash at the end of the period			176,358				1,334,022				40,299
Supplemental disclosure of cash flow information:
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents			143,352				1,133,581				40,299
Restricted cash			33,005				200,442				-
Total cash, cash equivalents and restricted cash shown in the statement of cash flow			176,358				1,334,022				40,299

 

 

EXHIBIT B

 

Description of Operations for the Controlled Non-Debtor Entities

 

Name of Entity		Description of Business
Near Intelligence SAS		Sale of marketing intelligence services
Near Intelligence Pty. Ltd		Sale of marketing intelligence services
Near Intelligence Pty. Ltd		Back-office/ shared services provide for other Near Debtor and Non-Debtor Entities

 

 

EXHIBIT C

 

Description of Claims Between the Controlled Non-Debtor Entities

 

The Controlled Non-Debtor Entities do not have claims with or between each other.

 

 

EXHIBIT D

 

Description of How Taxes Are Allocated Between the

Controlled Non-Debtor Entities and the Debtors

 

Each legal entity files its own tax returns and there are no tax sharing agreements between the entities.

 

 

EXHIBIT E

 

Description of the Controlled Non-Debtor Entities’ Payments of

Administrative Expenses or Professional Fees Otherwise Payable by a Debtor

 

Currently, there are no known payments made, or obligations incurred (or claims purchased) by any Controlled Non-Debtor Entity in connection with any claims, administrative expenses, or professional fees that have been or could be asserted against the Debtors. However, in the ordinary course of business, the Debtors engage in routine business relationships among and between the Debtors and between the Debtors and the Controlled Non-Debtor Entities (the “Intercompany Transactions”) related to, among other things, cross charges and intercompany funding and loans, which may result in intercompany receivables and payables (the “Intercompany Claims”). These Intercompany Transactions occur as part of regular business operations, and at any given time, there may be Intercompany Claims owing between the Debtors and between the Debtors and the Controlled Non-Debtor Entities.

 

 

22

v3.23.4

Cover	Jan. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2024
Entity File Number	001-39843
Entity Registrant Name	Near Intelligence, Inc.
Entity Central Index Key	0001826671
Entity Tax Identification Number	85-3187857
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 W Walnut St.
Entity Address, Address Line Two	Suite A-4
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91124
City Area Code	628
Local Phone Number	889-7680
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock par Value $0.0001 per Share
Title of 12(b) Security	Common Stock par Value $0.0001 per Share
Trading Symbol	NIRLQ
Security Exchange Name	NONE
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	NIRWQ
Security Exchange Name	NONE

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