SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the proposals to be considered at the Special Meeting, including the Business Combination Proposal, we urge you to read this proxy statement/prospectus (including the Annexes) carefully, including the Annexes and accompanying financial statements of KludeIn and Near. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Merger Agreement is attached hereto as Annex B-1 and is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Merger Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

The Parties to the Business Combination

KludeIn

KludeIn is a blank check company incorporated as a corporation in Delaware on September 24, 2020 and formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

On January 11, 2021, KludeIn completed its IPO of 17,250,000 KludeIn Units. Each KludeIn Unit consists of one KludeIn Class A Share and one-half of one redeemable warrant to purchase one KludeIn Class A Share. The KludeIn Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $172.5 million (before underwriting discounts and commissions and offering expenses).

Simultaneously with the consummation of KludeIn’s IPO, KludeIn consummated the sale of 5,200,000 warrants at a price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $5.2 million, with each warrant being exercisable to purchase one KludeIn Class A Share at a price of $11.50 per share. A total of $172,500,000, comprised of $169,050,000 of the proceeds from the IPO and $3,450,000 of the proceeds of the sale of the Private Placement Warrants was placed in the Trust Account in connection with the consummation of the IPO.

On May 24, 2022, KludeIn and Near determined that additional time may be needed to complete regulatory review for the proposed Business Combination. The parties agreed that KludeIn should seek approval from its stockholders for an extension of up to six months to close the Business Combination. It was also determined that, in order to incentivize KludeIn’s public stockholders to support the extension, approximately $0.03 per Public Share per month should be deposited into the Trust Account for each Public Share that was not redeemed in connection with the stockholder meeting to approve such extension. KludeIn initially requested that Near provide extension funding for several reasons, primarily to minimize stockholder concerns about the ability to consummate an extension, because the funding was pre-committed, and more importantly to demonstrate that Near was committed to the Business Combination. Additionally, Near, which had already invested a significant amount time and resources into preparing for a public listing via the proposed Business Combination, believed that the opportunity cost of terminating the proposed Business Combination was higher than the incremental financing to support the extension. As such, Near was willing to loan to KludeIn the cash needed solely to fund $0.03 per Public Share per month not redeemed, to deposit into the Trust Account, and to be repaid upon the consummation of KludeIn’s initial business combination.

While Near was willing to fund the $0.03 per Public Share per month, Near’s debt instruments included covenants that prohibited the release of such funds in the form of a loan to KludeIn to be deposited into the Trust Account. Upon discussion and an understanding of the situation, the Sponsor agreed to fund the extension funds.

On July 7, 2022, KludeIn’s stockholders approved the First Extension Amendment, extending the date by which KludeIn must consummate its initial business combination from July 11, 2022 to January 11, 2023 (or such earlier date following the Prescribed Extension Period as determined by the KludeIn Board). On January 6, 2023, KludeIn’s stockholders approved the Second Extension Amendment, extending the date by which KludeIn must consummate its initial business combination from January 11, 2023 to April 11, 2023 (or such earlier date as determined by the KludeIn Board). If KludeIn’s initial business combination is not consummated by April 11, 2023, then KludeIn’s existence will terminate, and KludeIn will distribute amounts in the Trust Account as provided in KludeIn’s Existing Charter. In connection with the First Extension Amendment, KludeIn stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result,

$68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay such holders. In connection with the First Extension Amendment, on July 7, 2022, KludeIn issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $2,060,070 (the “Extension Funds”) to the Sponsor, pursuant to which the Sponsor agreed to provide KludeIn with equal installments of the Extension Funds, or $343,345, to be deposited into the Trust Account for each month in which the date by which KludeIn must consummate its initial business combination is extended, from July 11, 2022 until January 11, 2023.

On November 23, 2022, following the entry into the Financing Agreement (as defined below), and the release of certain covenants related to Near, as Blue Torch took over as the senior secured lender. As such, Near was able to, and agreed to, fund the extension funds starting November 2022. Near committed to loan certain of the Extension Funds to KludeIn, and KludeIn issued a promissory note (the “Near Extension Note”), dated as of November 18, 2022, in the aggregate principal amount of up to $686,690, to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of January 17, 2023, an aggregate of $2,060,070 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the six months of the extension.

In connection with the Second Extension Meeting, stockholders holding 9,786,530 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $6.376 million remained in the Trust Account. Following redemptions, KludeIn has 617,864 Public Shares outstanding.

The KludeIn Units, KludeIn Class A Shares and Public Warrants are listed on Nasdaq under the symbols “INKAU,” “INKA” and “INKAW,” respectively. The mailing address of KludeIn’s principal executive office is 1096 Keeler Avenue, Berkeley, California 94708 and its telephone number is (650) 246-9907. Following the Business Combination, KludeIn will change its name to “Near Intelligence, Inc.” New Near will apply for the listing of its common stock and warrants on Nasdaq under the proposed symbols NIR and NIRWW, respectively. New Near will not have units traded following the consummation of the Business Combination. There is no assurance that New Near will be able to satisfy Nasdaq listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination.

Merger Sub 1

Paas Merger Sub 1 Inc. (or Merger Sub 1) was formed as a corporation under the laws of the State of Delaware on April 21, 2022 and is currently a wholly-owned subsidiary of KludeIn. Merger Sub 1 was formed for the purpose of effectuating the First Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Near will be the surviving entity in the First Merger, as contemplated by the Merger Agreement and described herein.

The mailing address of the principal executive office of the Merger Sub 1 is 1096 Keeler Avenue, Berkeley, California 94708 and its telephone number is (650) 246-9907.

Merger Sub 2

Paas Merger Sub 2 LLC (or Merger Sub 2) was formed as a limited liability company under the laws of the State of Delaware on April 21, 2022 and is currently a wholly-owned subsidiary of KludeIn. Merger Sub 2 was formed for the purpose of effectuating the Second Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Merger Sub 2 will be the surviving entity in the Second Merger, as a wholly-owned subsidiary of KludeIn, as contemplated by the Merger Agreement and described herein.

The mailing address of the principal executive office of the Merger Sub 2 is 1096 Keeler Avenue, Berkeley, California 94708 and its telephone number is (650) 246-9907.

Near

Founded in 2012, Near is a global, full stack data intelligence software-as-a-service (“SaaS”) platform that stitches and enriches data on people and places from which its customers can derive actionable intelligence of consumer behavior to help its customers make meaningful decisions.

Every business needs to know their customers in order to thrive. Generally, businesses struggle to accurately understand their consumers, their competition, and what marketing is effective. It is a problem that is expensive to solve and the solutions are often unreliable and untimely. Near’s platform (the “Near Platform”) is designed to

provide accurate and comprehensive information on people, places, and products generating marketing and operational intelligence on consumer behavior and human movement to enable enterprises to make informed and rapid strategic decisions.

Near products are designed to enhance customer revenue and return on investment through the use of marketing and operational intelligence. The Near Platform’s patented technology gathers data on an estimated 1.6 billion unique user IDs and 70 million points of interest in more than 44 countries. Near calculates the 1.6 billion unique users ID estimate by dividing the total number of connected devices in Near’s Platform by the average number of connected devices each user owns. As of September 30, 2022, the Near Platform gathers information from 2.6 billion unique devices based on a unique device identifier. According to the research report written by bankmycell.com, https://www.bankmycell.com/blog/how-many-phones-are-in-the-world#:~:text=According%20to%20Statista%2C%20the%20current,world’s%20population%20owns% 20a%20smartphone, the average person owns 1.63 connected devices. Dividing 2.6 billion connected devices in Near’s Platform by the average number of connected devices each user owns (1.63 devices) results in an estimated unique user total of 1.6 billion.

Near has listings of more than 70 million unique points of interest in the Near Platform, which is any specific place or location point on a map that someone might find interesting or useful identified by a unique address. Near determines and gathers points of interest by uploading specific locations from partners, purchasing location specific coordinates, or manually mapping points of interest into the Near Platform. It can be a restaurant, a hotel or a tourist attraction, or it can be ordinary places like gas stations, sport stadiums or movie theaters.

Near’s PROXIMA ID database includes information an enterprise owns and collects about its own customers (first-party data) and information collected by external applications and other companies (third-party data) to aggregate a large scale store of consumer behavior data using multiple consumer identifiers, such as mobile ad IDs, hashed email addresses and cookie IDs into one unified persistent identifier. The identifier is then enriched using our CARBON software function with attributes such as age range, gender, income range, brand affinities, behavior profiles and online interests that collectively round out the picture of the specific consumer. This enriched data set provides actionable marketing intelligence and operational intelligence through our Allspark and Pinnacle products, respectively.

Near also seeks to ensure that individual privacy remains a central focus. Near seeks to ensure that our Near Platform and its products are materially compliant with applicable privacy regulations, including the EU Cookie Directive, General Data Protection Regulations (“GDPR”) and the California Consumer Protection Act (“CCPA”). Near undertakes extensive privacy audits at regular intervals that are certified by recognized privacy certification companies such as Truste and ePrivacy. Furthermore, our PROXIMA ID database does not rely solely on third-party cookies or Identifier for Advertisers (“IDFA”), but is able to provide a persistent identifier for individual devices by connecting various real-world and online signals of consumers using data from various sources like hashed emails, demographics, mobility patterns and more, while respecting a consumer’s rights to control. Even though Near has no direct interaction with the end customers, Near provides for privacy notices, opt-out, do not sell my data and other options to end customers that are necessary under the applicable privacy laws. Near ensures that its data providers obtain necessary consent from the end users to be shared with Near. In the event a data partner gets a request from an end customer to delete their data, the data partner relays that information to Near and Near in turn deletes the data of such end user ensuring opt-out and deletion requests are met in accordance with the applicable privacy laws.

Near has a global presence, with its business being bifurcated in two distinct markets, one being the U.S. region and the other the International region (rest of the world except U.S.). Majority of Near’s customers and revenue come from the U.S. region. As of September 30, 2022, the U.S. region accounts for 66% of Near’s revenue and the international region accounts for the rest of the revenue.

The Near Platform is used by multiple global enterprise companies across various countries to make better decisions and reach their target customers. Near’s customers include some of the largest and best-known companies in their respective sectors. Near’s customers operate in multiple verticals, including business services, retail, real-estate, automotive, media and technology, hospitality, and travel and tourism. Our customers range from some of the largest global enterprises all the way down to small businesses. Consequently, Near believes the market for the Near Platform represents a significant and underpenetrated market opportunity today, as the business intelligence and analytics platform industry is estimated to be approximately $38 billion in 2021 (according to https://www.emergenresearch.com/industry-report/business-intelligence-and-analytics-platforms-market), of which Near estimates $23 billion of that market is addressable by Near’s data intelligence platform. Near arrives at the estimate of $23 billion by deducting from the $38 billion total estimated market size revenues from verticals that the current Near offerings don’t address, such as Education, Energy and Healthcare.

The mailing address of the principal executive office of Near is 100W Walnut St, STE A-4, Pasadena, California 91124.

The Business Combination

The terms and conditions of the Business Combination are contained in the Merger Agreement (as amended by the Merger Agreement Amendments, and as may be further amended and supplemented from time to time). A copy of the Merger Agreement is attached as Annex B-1 and a copy of the Merger Agreement Amendments are attached as Annex B-2, Annex B-3 and Annex B-4 to this proxy statement/prospectus. We encourage you to read the Merger Agreement (as amended by the Merger Agreement Amendments, and as may be further amended and supplemented from time to time) carefully, as it is the legal document that governs the Business Combination.

Upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, the DLLCA and other applicable law, (i) Merger Sub 1 will merge with and into Near, with Near surviving the merger as a wholly-owned subsidiary of KludeIn, and (ii) immediately following the First Merger, Near, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, with Merger Sub 2 being the surviving entity and continuing as a wholly-owned subsidiary of KludeIn.

The Reorganization

Prior to the execution of the Merger Agreement, Near and N Sing entered into the Contribution Documents and consummated the Contribution.

On June 13, 2022, N Sing distributed the capital stock of Near received by it in the Contribution to all of the shareholders of N Sing, thereby ensuring that all of the shareholders of N Sing become the sole stockholders of Near and the capital stock and ownership structure of Near reflected the share capital and ownership structure of N Sing on a 1,000:1 basis as provided in the Contribution Documents at the time of such distribution (the “Reorganization”).

Business Combination Consideration

The KludeIn securities (the “Merger Consideration”) payable to Near security holders from KludeIn at the First Effective Time will have an aggregate value equal to, without duplication, (i) the Company Base Value (as defined below), (ii) minus (or plus, if negative), the closing net debt of Near as of the close of business of Near one business day prior to the Closing Date (the “Reference Time”), (iii) (x) plus, in the event that the closing net working capital amount of Near as of the Reference Time exceeds the target net working capital amount of Near equal to $5,000,000, the difference between the closing net working capital amount and the target net working capital amount of Near, or (y) minus, in the event that the closing net working capital amount of Near as of the Reference Time is less than the target net working capital amount of Near equal to $5,000,000, the difference between the Closing net working capital amount of Near and the target net working capital amount of Near, and (iv) minus the amount of any unpaid transaction expenses of Near.

The “Company Base Value” is an amount equal to $575,000,000 plus the amount of any Permitted Equity Financing.

At the First Effective Time, the Merger Consideration to be paid to the Near equity holders will be paid solely by the delivery of new KludeIn securities in accordance with the conversion ratio equal to the quotient of (x) the Merger Consideration, divided by (y) the product of (i) the fully-diluted capital stock of Near (treating Near’s preferred stock and convertible securities on an as-exercised and/or as-converted basis (and, solely with respect to Near’s convertible securities, calculated using the treasury stock method of accounting), but excluding any securities of Near held by any Target Company immediately prior to the Closing) immediately prior to the Closing, multiplied by (ii) $10.00 (the “Conversion Ratio”). In accordance with the terms and subject to the conditions of the Merger Agreement, (i) each share of Near’s capital stock outstanding as of immediately prior to the First Effective Time will be converted into a right to receive a number of KludeIn Class A Shares (with each valued at $10.00 per share), (ii) each outstanding Near restricted stock unit (whether vested or unvested) will be assumed by KludeIn and converted into a restricted share unit for KludeIn Class A Shares (each, an “Assumed RSU”) to be issued under the 2023 Plan, and such Assumed RSUs will continue to be subject to substantially the same terms and conditions set forth in the RSU Plan, (iii) each outstanding Near warrant (whether vested or unvested) will be assumed by KludeIn and converted into a corresponding warrant to purchase KludeIn Class A Shares (each, an “Assumed Warrant”), and such Assumed Warrants will continue to have and be subject to substantially the same terms and conditions as were applicable to such Near warrant immediately prior to the First Effective Time. As of the date of this proxy statement/prospectus, the Conversion Ratio was approximately [•].

At the Second Effective Time, each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a membership interest of the Merger Sub 2 and (ii) all shares of common stock of Near, as the surviving entity of the First Merger, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist without any consideration being payable therefor. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Consideration to Near Equityholders in the Business Combination” for additional information.

Organizational Structure

The following diagram depicts the current organizational structure of KludeIn.

For more information about the ownership interests of the Insiders, including the Sponsor, prior to the First Merger, see the section entitled “Beneficial Ownership of Securities”

The following diagram depicts the organizational structure of Near following the Reorganization.

The following diagram depicts the organizational structure of New Near immediately upon completion of the Business Combination.

Upon the consummation of the Business Combination the ownership of New Near will be as set forth in the tables below pursuant to the redemption scenarios under which (i) no additional Public Shares are redeemed and (ii) the maximum number of Public Shares are redeemed:

The number of shares and percentage interests set forth above are based on scenarios under which (i) no additional Public Shares are redeemed and (ii) the maximum number of Public Shares are redeemed. This maximum redemption scenario assumes that 617,864 KludeIn’s Public Shares subject to redemption are redeemed for an aggregate payment of approximately $6.4 million. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions under different redemption scenarios of the Public Shares, see the section entitled “— Equity Ownership Upon Closing.”

Conditions to Closing of the Business Combination

The Merger Agreement contains conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the stockholders of KludeIn and Near; (ii) approvals of, or completion of any filings required to be made with, any governmental authorities; (iii) no law or order preventing the Business Combination; (iv) the members of the post-Closing board of directors of KludeIn having been elected or appointed as of the Closing, consistent with the requirements of the Merger Agreement; and (v) the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC without any stop order or similar order being in effect with respect to such registration statement.

In addition, unless waived by Near, the obligations of Near to consummate the Business Combination are subject to the satisfaction of the following additional conditions to Closing: (i) the representations and warranties of KludeIn being true and correct as of the date of the Merger Agreement and the Closing Date, except to the extent made as of a particular date (subject to Material Adverse Effect qualifiers where applicable); (ii) KludeIn having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the Closing Date; (iii) the absence of any Material Adverse Effect with respect to KludeIn since the date of the Merger Agreement which is continuing and uncured; (iv) fulfillment of the Minimum Cash Condition; (v) Near having received a copy of the Proposed Charter filed by KludeIn with the Secretary of State of the State of Delaware; (vi) KludeIn having delivered to Near customary certificates and other Closing deliverables; and (vii) the KludeIn Class A Shares to be issued in connection with the Business Combination having been approved for listing on the Nasdaq, subject only to official notice of issuance.

Unless waived by KludeIn, the obligations of KludeIn and the Merger Subs to consummate the Business Combination are subject to the satisfaction of the following additional Closing conditions: (i) the representations and warranties of Near being true and correct as of the date of the Merger Agreement and the Closing Date, except to the extent made as of a particular date (subject to the Material Adverse Effect qualifiers); (ii) Near having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the Closing Date; (iii) the absence of any Material Adverse Effect with respect to Near and its subsidiaries since the date of the Merger Agreement which is continuing and uncured; (iv) Near having delivered to KludeIn customary certificates and other Closing deliverables; and (v) the Lock-Up Agreements, A&R Registration Rights Agreement and Non-Competition Agreements being in full force and effect in accordance with the terms thereof as of the Closing.

Covenants of the Parties

Exclusive Dealing

Subject to certain exceptions, prior to the Closing or termination of the Merger Agreement, each of KludeIn and Near agreed to be subject to certain exclusivity obligations.

No Change of Recommendation of the KludeIn Board

The KludeIn Board agreed not to change its board recommendation to its stockholders unless in response to a Purchaser Intervening Event (as defined below).

A “Purchaser Intervening Event” means any change, event, circumstance, occurrence, effect, development or state of facts (a) that is materially adverse to the business, assets, operations or prospects of Near and its subsidiaries, taken as a whole, (b) that was not known by, or the consequences of which were not reasonably foreseeable to, the KludeIn Board as of the date of the Merger Agreement and that becomes known to, or the consequences of which become reasonably foreseeable to, the KludeIn Board after the date of the Merger Agreement and prior to the approval of the Required Proposals being obtained from the KludeIn stockholders (the “KludeIn Stockholder Approval”) and (c) that does not relate to an acquisition proposal or alternative transaction; provided, however, that (i) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii), (iv), (v), and (viii) of the definition thereof and (ii) any change in the price or trading volume of KludeIn Units, the KludeIn Class A Shares or Public Warrants shall, in case of each of clauses (a) to (c) of this definition, be excluded for purposes of determining whether a Purchaser Intervening Event has occurred.

Extensions

KludeIn agreed to seek to obtain the approval of its stockholders to extend the deadline by which it must complete its initial business combination for a period of up to six months (such extension, the “Permitted Extension”; such period, the “Permitted Extension Period”), with such extension to be effectuated on a monthly basis, provided that KludeIn has agreed under the Merger Agreement to seek such extension for the first three monthly periods of the Permitted Extension Period (such first three monthly periods of the Permitted Extension Period, the “Prescribed Extension Period”).

On July 7, 2022, KludeIn’s stockholders approved the First Extension Amendment, extending the date by which KludeIn must consummate its initial business combination from July 11, 2022 to January 11, 2023 (or such earlier date following the Prescribed Extension Period as determined by the KludeIn Board). On January 6, 2023, KludeIn’s stockholders approved the Second Extension Amendment, extending the date by which KludeIn must consummate its initial business combination from January 11, 2023 to April 11, 2023 (or such earlier date as determined by the KludeIn Board). If KludeIn’s initial business combination is not consummated by April 11, 2023, then KludeIn’s existence will terminate, and KludeIn will distribute amounts in the Trust Account as provided in KludeIn’s Existing Charter. In connection with the First Extension Amendment, KludeIn stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay such holders. In connection with the First Extension Amendment, on July 7, 2022, KludeIn issued the Extension Note in the aggregate principal amount of up to $2,060,070 to the Sponsor, pursuant to which the Sponsor agreed to provide KludeIn with equal installments of the Extension Funds, or $343,345, to be deposited into the Trust Account for each month in which the date by which KludeIn must consummate its initial business combination is extended, from July 11, 2022 until January 11, 2023. On November 23, 2022, following the entry into the Financing Agreement (as defined below), and the release of certain covenants related to Near, Near committed to loan certain of the Extension Funds to KludeIn, and KludeIn issued the Near Extension Note. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of January 17, 2023, an aggregate of $2,060,070 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the six months of the extension.

In connection with the Second Extension Meeting, stockholders holding 9,786,530 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $6.376 million remained in the Trust Account. Following redemptions, KludeIn has 617,864 Public Shares outstanding.

Near Stockholder Approval

Near has agreed that as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus forms a part is declared effective by the SEC and, in any event within one business day of its effectiveness, it will obtain the approval by its stockholders that hold at least the requisite number of issued and outstanding shares of Near capital stock required for the authorization and approval of and consent to, the execution, delivery and performance of the Merger Agreement and each of the ancillary documents to which Near is or is required to be a party or bound, and the consummation of the Business Combination, including the First Merger in accordance with the Delaware General Corporation Law (the “DGCL”) and Near’s governing documents (the “Near Stockholder Approval”).

See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Covenants of the Parties” for additional information.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•        by the mutual written consent of KludeIn and Near;

•        by either KludeIn or Near if any of the conditions to Closing have not been satisfied or waived by April 11, 2023 (the “Outside Date”);

•        by either KludeIn or Near if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination such order or other action has become final and non-appealable (and so long as the terminating party’s failure to comply with any provision of the Merger Agreement has not been a substantial cause of, or substantially resulted in, such action by such governmental authority);

•        by either KludeIn or Near in the event of the other party’s uncured breach or if any representation or warranty shall have become untrue or inaccurate, if such breach or inaccuracy would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Merger Agreement) and is uncured and continuing;

•        by KludeIn if there has been a Material Adverse Effect on the Target Companies taken as a whole following the date of the Merger Agreement that is uncured and continuing;

•        by either KludeIn or Near if KludeIn does not obtain the KludeIn Stockholder Approval at a special meeting held by KludeIn;

•        by either KludeIn or Near if Near holds a meeting of its stockholders and Near’s stockholders have voted (or has solicited its stockholders’ written consent) but the Near Stockholder Approval was not obtained; and

•        by Near if the KludeIn Board (x) changes, withdraws, withholds, amends, qualifies or modifies, or (privately or publicly) proposes to change, withdraw, withhold, amend, qualify or modify, its determination that the Business Combination is fair, advisable and in the best interests of KludeIn and its stockholders, its approval of the Business Combination, or the recommendation to KludeIn’s stockholders in favor of the approval and adoption of the Merger Agreement for any reason in a manner adverse to Near, or (y) fails to include such recommendation in the proxy statement/prospectus in connection with the Business Combination.

Material U.S. Federal Income Tax Consequences to KludeIn Stockholders

For a discussion of the material U.S. federal income tax considerations for holders of KludeIn Class A Shares with respect to the Business Combination and the exercise of their redemption rights, see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations” for additional information. The consequences of the Business Combination and/or a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, certain of which are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part. Stockholders, warrant holders and other interested parties are urged to read such Related Agreements in their entirety.

Near Stockholder Voting and Support Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn and Near have entered into Voting and Support Agreements (collectively, the “Near Stockholder Support Agreements”) with (i) N Sing, as the sole Near stockholder before the completion of the Reorganization, and (ii) certain N Sing shareholders, who will become the Near stockholders upon the completion of the Reorganization, holding shares of Near capital stock sufficient to approve the Business Combination (“Near Support Stockholders”). Under the Near Stockholder Support Agreements, each Near Support Stockholder agreed to vote all of such stockholder’s securities of Near in favor of the Merger Agreement and the other matters to be submitted to Near stockholders for approval in connection with the Business Combination and each such Near Support Stockholder has agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination, in each case in the manner and subject to the conditions set forth in the Near Stockholder Support Agreements, and to provide a proxy to KludeIn to vote such Near securities accordingly. The Near Stockholder Support Agreements prevent transfers of Near securities held by such Near Support Stockholders between the date of the Near Stockholder Support Agreements and the date of the completion of the Reorganization or the date of the completion of the Reorganization and Closing Dare, as applicable, except for certain permitted transfers where the transferee also agrees to comply with the Near Stockholder Support Agreements.

Sponsor Support Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn and Near have entered into a Sponsor Voting and Support Agreement (as amended, the “Sponsor Support Agreement”) with the Sponsor. Under the Sponsor Support Agreement, the Sponsor agreed to vote all of the Sponsor’s securities of KludeIn in favor of the Merger Agreement and the other matters to be submitted to KludeIn stockholders for approval in connection with the Business Combination and the Sponsor has agreed to take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination, in each case in the manner and subject to the conditions set forth in the

Sponsor Support Agreement, and to provide a proxy to Near to vote such KludeIn shares accordingly. The Sponsor also agreed to waive its anti-dilution rights with respect to the KludeIn Class B Shares held by the Sponsor and redemption right with respect to its KludeIn securities. The Sponsor Support Agreement prevent transfers of KludeIn securities held by the Sponsor thereto between the date of the date of the Sponsor Support Agreement and the Closing Date, except for certain permitted transfers where the transferee also agrees to comply with the Sponsor Support Agreement.

On December 23, 2022, in connection with Merger Agreement Amendment No. 2, the Sponsor Support Agreement was amended. Pursuant to such amendment, the Sponsor agreed that, upon and subject to the Closing, the Sponsor will forfeit for no consideration, 237,500 Founder Shares owned by the Sponsor (the “Sponsor Forfeiture”).

Lock-Up Agreements

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn entered into lock-up agreements with (i) the N Sing shareholders (who will become Near stockholders after the Reorganization) (the “Shareholder Lock-Up Agreements”) and (ii) certain Near executive and senior officers and certain N Sing shareholders that are controlled by Near executive officers (the “Insider Lock-Up Agreements” and collectively with the Shareholder Lock-Up Agreements, the “Lock-Up Agreements”).

Pursuant to the Insider Lock-Up Agreements, Near’s executive officers and certain N Sing shareholders that are controlled by Near executive officers, who hold 128,850 shares of Near Common Stock on an as-converted basis, representing approximately 26.7% of Near’s outstanding equity, agreed not to, during the period commencing from the Closing and ending upon the earlier to occur of (i) the one (1)-year anniversary of the Closing and (ii) subsequent to the Closing, (x) if the reported closing price of the KludeIn Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or (y) the date following the Closing on which KludeIn completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of KludeIn’s stockholders having the right to exchange their KludeIn Class A Shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any KludeIn restricted securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such KludeIn restricted securities, or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A) or (B) above is to be settled by delivery of the KludeIn restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the transferee takes the shares subject to the restrictions in the Insider Lock-Up Agreement).

Pursuant to the Shareholder Lock-Up Agreements, certain other significant Near stockholders and Near senior officers, who hold 313,338 shares of Near Common Stock on an as-converted basis, representing approximately 64.9% of Near’s outstanding equity, in the aggregate, agreed not to take any action as described in aforementioned clauses (A) to (C) with respect to any KludeIn securities commencing from the Closing and ending on the earlier of (i) 180 days of the Closing and (ii) the date following the Closing on which KludeIn completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of KludeIn’s stockholders having the right to exchange their KludeIn Class A Shares for cash, securities or other property (in each case, subject to certain limited permitted transfers where the transferee takes the shares subject to the restrictions in the Shareholder Lock-Up Agreement).

Waiver of Certain Lock-Up Restrictions

On January 17, 2023, KludeIn determined to offer a one-time waiver of the restrictions under the Lock-Up Agreements (the “Notice of Waiver”) with certain Holders solely with respect to certain securities of Near held by such Holders (“Released Securities”), 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 (which shall be converted into a different number of securities of the Purchaser at the Closing pursuant to the terms of the Merger Agreement). KludeIn determined to release the Released Securities from the lock-up restrictions in order to assist KludeIn with satisfying Nasdaq listing requirements as of the Closing. In particular, the release of the lock-up restrictions will enable KludeIn to satisfy the listing requirements with respect to the market value of unrestricted publicly held shares and unrestricted round lot shareholders. 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. Holders who are executive officers of Near will not have any of their Restricted Securities released from the lock-up restrictions contained in their respective Lock-Up Agreements.

A&R Registration Rights Agreement

In connection with the Closing, the existing Registration Rights Agreement, dated as of January 6, 2021, between KludeIn and the Sponsor will be amended and restated and New Near, the Sponsor, and certain persons and entities holding securities of Near prior to the Closing (collectively, together with the Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, New Near will agree that, within 30 days after the Closing, New Near will file with the SEC (at New Near’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and New Near will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in no event later than 60 days (or 90 days if the SEC notifies New Near that it will review the Resale Registration Statement). In certain circumstances, each of the Reg Rights Holders can demand up to two underwritten offerings and will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement.

Non-Competition and Non-Solicitation Agreements

Simultaneously with the execution and delivery of the Merger Agreement, certain individuals who are expected to be directors and/or officers of the Target Companies following the Closing entered into Non-Competition and Non-Solicitation Agreements (the “Non-Competition Agreements”) in favor of Near and KludeIn and their direct and indirect subsidiaries through the Closing. Under the Non-Competition Agreements, the signatory thereto agrees not to compete with KludeIn, Near and their respective affiliates during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers of such entities. The Non-Competition Agreements also contain customary confidentiality and non-disparagement provisions.

Financing Agreement

On November 4, 2022, (the “Financing Effective Date”) Near entered into that certain Financing Agreement (as amended, the “Financing Agreement”; capitalized terms used in this section but not otherwise defined herein have the same definitions given to such terms in the Financing Agreement) as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent. The Financing Agreement provides for senior secured term loans (“Loans”) in an initial principal amount of up to $100 million (the “Term Loan Commitments Loans”). The proceeds of the Term Loan Commitments Loans may be used for general corporate purposes and to refinance certain of Near’s existing credit facilities. Near’s obligations under the Financing Agreement are or will be guaranteed by certain of its domestic and foreign subsidiaries meeting materiality thresholds set forth in the Financing Agreement. Such obligations, including the guarantees, are secured by substantially all of the personal property of Near and the subsidiary guarantors.

Borrowings under the Financing Agreement accrue interest at a floating rate per annum equal to the Adjusted Term SOFR plus 9.75% (subject to a floor set at 3.891%) or the Reference Rate, plus 8.75%, as the case may be and as such terms are defined in the Financing Agreement. Borrowings under the Financing Agreement are scheduled to mature on November 4, 2026. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Financing Agreement at a per annum rate equal to 2.00% above the interest rate otherwise applicable to such obligations.

Under the terms of the Financing Agreement, Near established a controlled account (the “Specified Account”) into which $46 million of the proceeds of the total funded amount of the Term Loan Commitments Loans were deposited. Upon the satisfaction of certain conditions (including no Default or Event of Default existing and Near maintaining the First Lien Leverage Ratios specified in the Financing Agreement), Near may request that funds credited to the Specified Account are released from the Specified Account to be used by Near. Upon the occurrence and continuance of any Event of Default or if the Business Combination does not occur on or prior to March 31, 2023 (or such later date as may be agreed by the Administrative Agent (as such term is defined in the Financing Agreement) in its sole discretion), then the funds credited to the Specified Account may be released and applied to prepay the Loans.

As a condition subsequent to the Financing Effective Date, Near agreed that the Business Combination would be consummated on or before March 31, 2023 (a) in accordance with the terms of the Merger Agreement, in all material respects, and at a pre-money enterprise value of at least $675 million and (b) the sum of net cash proceeds from subordinated indebtedness, the issuance of additional equity securities and the Trust Account shall be at least $20 million

((a) and (b) together, the “Business Combination Conditions”). On December 27, 2022, Near, the Guarantors and Required Lenders party thereto and Blue Torch Finance LLC, entered into a combined consent to amend the Merger Agreement and amendment to the Financing Agreement (the “Consent and Amendment No. 1 to the Financing Agreement”) to modify the conditions subsequent to the Financing Agreement so the Business Combination can be consummated at a pre-money enterprise value of at least $575 million instead of $675 million.

In the event the Business Combination Conditions are not met, on or before May 31, 2023, Near shall receive net cash proceeds of at least $50,000,000 from the issuance of subordinated indebtedness or equity interests (the “Alternative Subsequent Financing Condition”). The failure to meet either the Business Combination Conditions or the Alternative Subsequent Financing Condition before the applicable date will result in a mandatory prepayment event of Near’s outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Business Combination Condition or the Alternative Subsequent Financing Condition will not result in an event of default if the mandatory prepayment is made within three business days following the date on which a condition subsequent was not performed.

Near is required to pay customary fees and costs in connection with the Financing Agreement, including a commitment fee in an amount equal to 3.00% of the aggregate Term Loan Commitments on the Financing Effective Date, a $250,000 loan servicing fee annually and an exit fee in an amount equal to 1.95% of the aggregate Term Loan Commitments as of the Effective Date to be paid upon termination of the Financing Agreement or the acceleration of the Loan.

The Financing Agreement requires that Near and its subsidiaries make mandatory prepayments, subject to certain reinvestment rights and certain exceptions, with the proceeds of asset dispositions, events of loss, other extraordinary receipts and indebtedness that is not permitted by the Financing Agreement. In addition, subject to certain exceptions, repayments of the Financing Agreement will be subject to early termination fees in an amount equal to (a) a make-whole amount equal to the amount of interest that would have otherwise been payable through the first anniversary of the Effective Date of the Financing Agreement, plus 3.0% of the principal amount of term loans repaid, if repayment occurs on or prior to the first anniversary of the Effective Date, (b) 2.0% of the principal amount of term loans prepaid, if repayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date and (c) 0.0%, thereafter.

The Financing Agreement contains customary representations, warranties, events of default and covenants by the Near and its subsidiaries, subject to customary materiality, material adverse effect and knowledge qualifiers. The Financing Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on Near and its subsidiaries, (b) certain negative covenants that generally limit, subject to various exceptions, Near and its subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, (c) financial maintenance covenants in the form of a maximum leverage ratio and minimum liquidity, (d) customary events of default for financings of this type and (e) cash management and anti-cash hoarding obligations. Obligations under the Financing Agreement may be declared due and payable upon the occurrence and during the continuance of customary events of default.

In connection with the Financing Agreement, Near granted warrants to affiliates of the lenders to purchase fully paid and non-assessable shares of common stock (the “Blue Torch Warrants”), which are exercisable for an aggregate of 9,660 shares of Near’s common stock, currently representing 2% of Near’s fully diluted capitalization, with a per share exercise price of $0.001. The Blue Torch Warrants may be exercised on a cashless basis. The Blue Torch Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from the date of issuance or the consummation of certain acquisitions of Near as set forth in the Blue Torch Warrants. The number of shares for which the Blue Torch Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Blue Torch Warrants. In addition to the cashless exercise right, holders of the Blue Torch Warrants may, at any time on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness-based triggers, tender the Blue Torch Warrants for such warrant’s pro rata share of $10 million.

Common Stock Purchase Agreement

Simultaneously with the execution and delivery of the Merger Agreement, KludeIn entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and related registration rights agreement (the “CF Registration Rights Agreement”) with CF Principal Investments LLC (“CF”). Pursuant to the Common Stock Purchase Agreement, New Near has the right to sell to CF up to a Total Commitment (as defined in the Common Stock Purchase Agreement) of $100,000,000 in shares of New Near Common Stock after the Closing, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Near is obligated under the Common

Stock Purchase Agreement and the CF Registration Rights Agreement to file a registration statement with the SEC to register under the Securities Act for the resale by CF of New Near Common Stock that New Near may issue to CF under the Common Stock Purchase Agreement (the “Common Stock Financing”).

New Near will not have the right to commence any sales of New Near Common Stock to CF under the Common Stock Purchase Agreement until the Commencement, which is the time when all of the conditions to the New Near’s right to commence sales of New Near Common Stock to CF set forth in the Common Stock Purchase Agreement have been satisfied, including, but not limited to: (i) accuracy of New Near’s representations and warranties; (ii) accuracy of CF’s representations and warranties; (iii) issuance of all of the committed Common Stock into an account designated by CF; (iv) completion of due diligence by CF; (v) receipt of a written no objection notice from the Financial Industry Regulatory Authority, Inc. (“FINRA”); (vi) the consummation of the Business Combination having occurred; (vii) KludeIn having fulfilled all obligations under the Common Stock Purchase Agreement and the CF Registration Rights Agreement required as of such time and having delivered a compliance certificate to CF; (viii) the initial registration statement for the resale of the registrable securities under the CF Registration Rights Agreement having been declared effective by the SEC; and (ix) no material notices from governmental authorities relating to requests for additional information or stop orders being in effect or objections by FINRA and no material misstatements or omissions in the resale registration statement.

After the Commencement, New 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 New Near 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 New Near Common Stock to CF. Actual sales of shares of the New Near Common Stock to CF under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by New Near from time to time, including, among other things, market conditions, and the trading price of the New Near Common Stock.

The purchase price of the shares of New Near Common Stock that New Near elects to sell to CF pursuant to the Common Stock Purchase Agreement will be the volume weighted average price of the New Near Common Stock during the applicable purchase date on which New Near has timely delivered written notice to CF directing it to purchase the shares of New Near Common Stock under the Common Stock Purchase Agreement. New Near will receive 98% of the volume weighted average price of the New Near Common Stock so sold. Assuming utilization of the Common Stock Financing, CF will receive shares of New Near Common Stock for up to thirty-six (36) months at a discount to the then current market price with an incentive to sell such shares immediately and, as such, will not be subject to the same level of market risk as other investors. Each of these financings result in the issuance of additional shares of New Near Common Stock, which would further dilute New Near’s stockholders, and may in turn decrease the trading price of the New Near Common Stock and New Near’s ability to obtain additional financing.

The Common Stock Purchase Agreement and the CF Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

New Near will have the right to terminate the Common Stock Purchase Agreement at any time after Commencement, at no cost or penalty, upon three trading days’ prior written notice. Additionally, CF will have the right to terminate the Common Stock Purchase Agreement upon three days’ prior written notice to New Near if there is a Material Adverse Effect or a Fundamental Transaction (as defined in the Common Stock Purchase Agreement) or New Near is in breach or default in any material respect of the Registration Rights Agreement, or trading in the New Near Common Stock on the Nasdaq is suspended. No termination of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the CF Registration Rights Agreement.

In connection with the execution of the Common Stock Purchase Agreement, New Near will issue to CF shares of New Near Common Stock in an amount equal to $2,000,000 at a per-share price based on the price of New Near Common Stock on the Commencement Date as consideration for CF’s irrevocable commitment to purchase the shares of New Near Common Stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. The delivery of the requisite amount of New Near Common Stock into an account designated by CF is a condition to New Near’s right to commence sales of New Near Common Stock to CF set forth in the Common Stock Purchase Agreement.

The foregoing descriptions of the Related Agreements are qualified in their entirety by reference to the full text of the respective forms of the Related Agreements, copies of which are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

Recommendation of the KludeIn Board to KludeIn Stockholders

The KludeIn Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of KludeIn and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The KludeIn Board unanimously recommends that KludeIn’s stockholders vote “FOR” the NTA Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the election of the director nominees and “FOR” the Adjournment Proposal (if necessary). See the section of this proxy statement/prospectus entitled “— The KludeIn Board’s Reasons for the Approval of the Business Combination” for additional information.

The existence of financial and personal interests of one or more of KludeIn’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of KludeIn and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination”.

The KludeIn Board’s Reasons for the Approval of the Business Combination

The KludeIn Board, in evaluating the Business Combination, consulted with KludeIn’s management and its financial, legal and other advisors. The KludeIn Board concluded that the potential benefits expected to be received by KludeIn and its stockholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination, as set forth below. In reaching its unanimous resolution (i) that the Business Combination was fair to and in the best interests of KludeIn and its stockholders, and that it was advisable for KludeIn to enter into the Merger Agreement and the Ancillary Documents to which KludeIn is or will be a party and to consummate the transactions contemplated thereby (including the Mergers), (ii) to adopt and approve the execution, delivery and performance by KludeIn of the Merger Agreement, the Ancillary Documents to which KludeIn is or will be a party and the transactions contemplated thereby (including the Mergers), (iii) to recommend that the KludeIn stockholders entitled to vote thereon vote in favor of each of the Transaction Proposals, including the Business Combination Proposal, and (iv) to direct that each Transaction Proposal, including the Business Combination Proposal, be submitted to the KludeIn stockholders for approval, the KludeIn Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the KludeIn Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The KludeIn Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the KludeIn Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The KludeIn Board considered a number of factors pertaining to Near and the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•        Growth Prospects.    Near is one of the leading full stack providers of data intelligence analytics platform on people and places in the marketing intelligence and operational intelligence SaaS space, which the KludeIn Board believes is an attractive industry with strong growth prospects, particularly as use-cases and new applications continues to grow with software becoming increasingly important to enterprise customers.

•        Strategic and Commercial Agreements.    Near has strong visibility of growth coming from existing customers with a Pro Forma NRR (as defined below) of 128% as of December 31, 2021 as well as an established pipeline of strong enterprise customers to support new growth.

•        Customer Solution.    Near has developed a full stack data intelligence SaaS solution that customers can use to stitch, enrich and derive actionable intelligence from unique data points on people and places. This allows enterprises to optimize both for reduction in costs and increase in revenue by using Near’s product suite.

•        Transaction Proceeds.    The KludeIn Board considered the fact that (i) the Business Combination is expected to provide up to $268 million of gross proceeds to Near stockholders, assuming there are no redemptions by KludeIn’s public stockholders and a successful private placement of $95 million of KludeIn securities and (ii) such proceeds are expected to provide sufficient funding required for Near’s continuing development through its growth phase and becoming earnings before interest, taxes, depreciation and amortization (“EBITDA”) positive in the next few years.

•        Due Diligence.    Prior to entering into the Merger Agreement, the KludeIn Board reviewed and discussed in detail the results of the due diligence examination of Near conducted by KludeIn’s management team and KludeIn’s financial and legal advisors, which included a substantial number of virtual and in-person meetings among the management team and advisors of Near regarding Near’s business and business plan, operations, prospects and forecasts (including the assumptions and key variables underlying the Near Financial Model (as defined below)), valuation analyses with respect to the Business Combination, review of significant contracts, customer reference calls, management interviews and reviewed other material matters, as well as general financial, technical, legal, regulatory and accounting due diligence.

•        Financial Condition.    Prior to entering into the Merger Agreement, the KludeIn Board reviewed factors such as Near’s historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the data intelligence, artificial intelligence, marketing intelligence and high growth SaaS space in the technology industry, and certain relevant publicly available information with respect to companies that had raised private placements from venture capital and private equity funds in transactions similar to the Business Combination. In reviewing these factors, the KludeIn Board believed that Near was well-positioned in its industry for strong potential future growth.

•        Fairness Opinion.    The opinion of Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, dated December 23, 2022, to the KludeIn Board to the effect that, as of that date and qualified by the assumptions, qualifications and limiting conditions therein, the consideration to be paid by KludeIn in the Business Combination is fair, from a financial point of view, to KludeIn, as opposed to only those stockholders unaffiliated with the Sponsor or its affiliates, as more fully described below in the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Opinion of Duff & Phelps, the KludeIn Board’s Financial Advisor.”

•        Reasonableness of Consideration.    Following a review of the financial data provided to KludeIn, including the Near Financial Model, and the due diligence of Near’s business conducted by KludeIn’s management and KludeIn’s advisors, and taking into account the opinion received from Duff & Phelps regarding the fairness of the consideration to be paid by KludeIn in the Business Combination, the KludeIn Board determined that the aggregate consideration to be paid in the Business Combination was fair to KludeIn.

•        Value to KludeIn Stockholders.    The KludeIn Board considered the fact that the final transaction terms, as reflected in the Merger Agreement, adjusted the pro forma pre-money enterprise value of Near from the valuation of $900 million included in the initial letter of intent entered into by KludeIn and Near to $575 million, a 36.1% reduction, reflecting a strategic decision to drive long-term value creation for all KludeIn stockholders, who would as a result own a larger portion of New Near.

•        Substantial Post-Closing Economic Interest in New Near.    If the Business Combination is consummated, KludeIn stockholders (other than KludeIn stockholders that sought redemption of their KludeIn Class A Shares) would have a substantial economic interest in New Near, and as a result would have a continuing opportunity to benefit from the success of New Near following the consummation of the Business Combination.

•        Management Team.    The KludeIn Board believes that Near has a strong management team, bolstered by strong senior leadership executives that head Product Management, Engineering, Sales and Marketing. Additionally, the senior management of Near, led by Near’s co-Chief Executive Officers and co-founders, intends to remain with New Near in the capacity of officers and/or directors, which is expected to provide important continuity in advancing Near’s strategic and growth goals.

•        Talented Engineering and Product Team.    The KludeIn Board believes, based on the due diligence review conducted by KludeIn’s management team and KludeIn’s advisors, that Near has gathered a highly accomplished team of engineering and product talent, with significant industry experience. 60% of Near’s employees are focused on engineering and product, and such engineering and product teams are expected to remain employed by New Near, which is expected to provide important continuity in advancing Near’s strategic and growth goals.

•        Lock-Up.    Near’s co-Chief Executive Officers and co-founders and certain other significant equityholders of Near have agreed to be subject to lock-up restrictions ranging from six months to twelve months in respect of their KludeIn Class A Shares received in the Business Combination (subject to certain customary exceptions).

•        Support of Key Equityholders.    The KludeIn Board considered the fact that key Near equityholders representing approximately 72% of the then-issued and outstanding equity of Near (on a fully diluted basis) delivered Near Stockholder Support Agreements, demonstrating such Near equityholders’ support of the Business Combination. See the section of this proxy statement/prospectus entitled “— Related Agreements — Near Stockholder Voting and Support Agreements” for additional information.

•        Other Alternatives.    KludeIn completed its IPO in January 2021 with the objective of consummating an attractive business combination. Since that time, as more fully described in “Proposal No. 2: The Business Combination Proposal — Background of the Business Combination,” KludeIn has evaluated numerous opportunities for a potential business combination. The KludeIn Board believes, based on the terms of the Business Combination, its review of Near’s business and the financial data provided to KludeIn, including the Near Financial Model, and the due diligence of Near conducted by KludeIn’s management and KludeIn’s advisors, that a business combination with Near would create the best available opportunity to maximize value for KludeIn’s stockholders.

•        Negotiated Transaction.    The KludeIn Board reviewed and considered the financial and other terms of the Merger Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between KludeIn and Near.

The KludeIn Board also considered a variety of uncertainties and risks and other potentially negative factors related to Near’s business and prospects and related to the Business Combination including, but not limited to, the following:

•        Macroeconomic Risks.    The risk that the future financial performance of Near may not meet the KludeIn Board’s expectations due to factors outside of Near’s control, including, for example, Near’s ability to win new enterprise accounts, upsell subscriptions and address any unforeseen economic cycles or other macroeconomic factors.

•        Business Risks.    Business risks, including, for example, that (i) Near is an early-stage company with a history of losses and expects significant losses for the foreseeable future, (ii) Near may not be able to obtain new revenue as it is contingent on enterprise customers converting from Near’s sales and marketing pipeline and (iii) Near’s net revenue retention numbers may fluctuate as dictated by its customers.

•        Industry Risks.    The KludeIn Board considered the uncertainty pertaining to (i) a relatively nascent and yet-to-be-proven industry that may not fully realize its growth potential, (ii) Near’s ability to effectively market and sell its full-stack data intelligence services for deriving insights on people and places over conventional methods of deriving insights on operational and marketing intelligence and (iii) Near’s ability to compete effectively in the data analytics SaaS space.

•        Redemption Risk.    The potential that a significant number of KludeIn stockholders elect to redeem their Public Shares in connection with the consummation of the Business Combination and pursuant to the Existing Charter, which would reduce the gross proceeds to New Near from the Business Combination, which could hinder the parties ability to consummate the Business Combination and, if consummated, New Near’s ability to continue its development through commercialization.

•        Stockholder Vote.    The risk that KludeIn’s or Near’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.

•        Closing Conditions.    The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions, some of which are not within KludeIn’s control.

•        Transaction Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could delay or prevent consummation of the Business Combination.

•        Listing Risks.    The challenges associated with preparing Near, a privately held entity, for the applicable disclosure, controls and listing requirements to which New Near will be subject as a publicly traded company on Nasdaq.

•        Potential Benefits May Not Be Achieved.    The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Liquidation of KludeIn.    The risks and costs to KludeIn if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in KludeIn being unable to effect a business combination by January 11, 2023 (unless extended by KludeIn’s stockholders) and the liquidation of KludeIn.

•        KludeIn Stockholders Receiving a Minority Position in New Near.    The fact that current KludeIn stockholders will hold a minority position in New Near.

•        Post-Business Combination Corporate Governance.    The fact that the board of directors of New Near will be classified and that all New Near directors will not be elected annually. See the section of this proxy statement/prospectus entitled “Proposal No. 4: The Governance Proposals” for a detailed discussion of such governance provisions.

•        Fees and Expenses.    The fees and expenses of KludeIn associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

In addition to considering the factors described above, the KludeIn Board also considered other factors including, without limitation:

•        Interests of Certain Persons.    The Sponsor, the members of the KludeIn Board and executive officers of KludeIn have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of KludeIn stockholders generally (see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). KludeIn’s directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the KludeIn Board, the Merger Agreement and the transactions contemplated therein, including the Mergers.

•        Other Risks.    The various risks associated with the Business Combination, the business of Near, and the business of KludeIn, as described in the section of this proxy statement/prospectus entitled “Risk Factors”.

Interests of KludeIn’s Directors and Officers and Others in the Business Combination

Certain members of the KludeIn Board and executive officers of KludeIn and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of KludeIn’s stockholders generally. The KludeIn Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of KludeIn.

These interests include, among other things:

•        Mini Krishnamoorthy will be a KludeIn designee to the New Near Board upon the effectiveness of the Business Combination. As a director, in the future, Ms. Krishnamoorthy may receive any cash fees, stock options or stock awards that the New Near Board determines to pay to its directors;

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KludeIn Class A Shares for cash and, subject to the approval of its remaining stockholders and the KludeIn Board, dissolving and liquidating. In such event, the 4,075,000 Founder Shares held by the Insiders (assuming the Sponsor Forfeiture) and which were acquired for an aggregate purchase price of $25,000 prior to KludeIn’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares (while

the Founder Shares are not the same as the KludeIn Class A Shares, are subject to certain restrictions that are not applicable to the KludeIn Class A Shares, and may become worthless if KludeIn does not complete a business combination by April 11, 2023 (unless extended by KludeIn’s stockholders), the aggregate value of the 4,075,000 Founder Shares owned by KludeIn’s Insiders is estimated to be approximately $41.6 million, assuming the per share value of the Founder Shares is the same as the $10.20 closing price of the KludeIn Class A Shares on Nasdaq on January 17, 2023, the record date for the Special Meeting, and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination);  

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), the 5,200,000 Private Placement Warrants held by the Sponsor, in which certain of KludeIn’s officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $5.2 million in a private placement that took place simultaneously with the consummation of KludeIn’s IPO, would become worthless (although the Private Placement Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,200,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $832,000, assuming the per warrant value of the Private Placement Warrants is the same as the $0.16 closing price of the Public Warrants on Nasdaq on January 17, 2023, the record date for the Special Meeting);

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of third parties for services rendered or products sold to KludeIn to below $10.00 per Public Share. If KludeIn consummates a business combination, on the other hand, KludeIn will be liable for all such claims;

•        the Sponsor, as well as KludeIn’s officers and directors, and their affiliates, are entitled to reimbursement of certain out-of-pocket expenses incurred by them in connection with identifying, investigating, negotiating and completing a business combination. However, if KludeIn fails to consummate a business combination by April 11, 2023 (unless extended by KludeIn’s stockholders), they will not have any claim against the Trust Account for reimbursement. Accordingly, KludeIn may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within such period (as of September 30, 2022, KludeIn’s officers and directors have incurred an aggregate of approximately $48,700 in reimbursable out-of-pocket expenses);

•        the fact that the Sponsor, directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if KludeIn fails to complete an initial business combination by April 11, 2023 (unless extended by KludeIn’s stockholders);

•        the fact that on January 21, 2022, KludeIn issued a convertible promissory note in the principal amount of up to $1,500,000 to the Sponsor (the “Sponsor January Promissory Note”) for working capital expenses. As of September 30, 2022, KludeIn had drawn down $1,072,500 under the Sponsor January Promissory Note. Subsequent to September 30, 2022, KludeIn drew down an additional $152,500 under the Sponsor January Promissory Note. If the Business Combination or another initial business combination is not consummated, the Sponsor January Promissory Note, which note may be repaid in cash or, at the election of the Sponsor, in the form of warrants of KludeIn with terms equivalent to the terms of outstanding Private Placement Warrants, at the closing of the Business Combination, may not be repaid to Sponsor, in whole or in part;

•        the fact that on July 7, 2022, KludeIn issued the Extension Note to the Sponsor. As of January 17, 2023, $1,373,380 was outstanding under the Extension Note. If the Business Combination or another initial business combination is not consummated, the Extension Note may not be repaid to Sponsor, in whole or in part;

•        if the Trust Account is liquidated, including in the event KludeIn is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable if and to the extent any claims by a third-party for services rendered or products sold to KludeIn, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of

the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the Insiders are obligated to vote in favor of the proposals at the Special Meeting, regardless of how public stockholders vote;

•        KludeIn’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the Sponsor will enter into the A&R Registration Rights Agreement at closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination.

The KludeIn Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for KludeIn’s IPO and these interests are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by KludeIn with any other target business or businesses, and (iii) the Insiders will hold equity interests in New Near with value that, after the Closing, will be based on the future performance of Near, which may be affected by various other factors other than these interests. In addition, KludeIn’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the KludeIn Board, the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Certain Other Interests in the Business Combination

In addition to the interests of the Insiders in the Business Combination, stockholders should be aware that the IPO Underwriters and Near have financial interests that are different from, or in addition to, the interests of KludeIn’s stockholders. These interests include:

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $6,037,500 of deferred underwriting commissions. The IPO Underwriters have not provided any service in connection with the Business Combination and such deferred commissions are attributable solely to their services in connection with the KludeIn IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event KludeIn does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and KludeIn is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to KludeIn’s public stockholders upon its liquidation.

In addition, in connection with the Extension Amendment, KludeIn issued the Near Extension Note to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of December 12, 2022, an aggregate of $686,690 has been drawn down on the Near Extension Note and deposited into the Trust Account to cover the final two months of the extension. If the Business Combination or another initial business combination is not consummated, the Near Extension Note may not be repaid to Near, in whole or in part. Thus, Near and its officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete the Business Combination to recoup its loan, even though it may not be in the best interests of KludeIn’s stockholders.

Based on its review of the foregoing considerations, the KludeIn Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the KludeIn stockholders will receive as a result of the Business Combination. The KludeIn Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the KludeIn Board considered in evaluating and recommending the Business Combination to the KludeIn stockholders, see the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Regulatory Approval

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) applicable notifications and waiting periods under the HSR Act, (ii) filings with the Secretary of State of the State of Delaware necessary to adopt the Proposed Charter, and (iii) filings required with the SEC pursuant to the reporting requirements applicable to KludeIn, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to KludeIn’s stockholders. Neither KludeIn nor Near are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than as described above. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Regulatory Approval” for additional information.

Litigation Related to the Business Combination

There can be no assurances that complaints or demands will not be filed or made with respect to the Business Combination. If complaints or demands are filed or made, absent new or different allegations that are material, KludeIn will not necessarily announce them.

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

Q:     WHAT IS THE BUSINESS COMBINATION?

A:     KludeIn, Merger Sub 1, Merger Sub 2 and Near have entered into the Merger Agreement, pursuant to which Near will merge with and into Merger Sub 1 in the First Merger, with Near as the surviving entity of the First Merger, and immediately thereafter, Near, as the surviving entity of the First Merger, will merge with and into Merger Sub 2 in the Second Merger, with Merger Sub 2 as the surviving entity of the Second Merger and, after giving effect to such Mergers, continuing as a wholly-owned subsidiary of KludeIn.

KludeIn will hold the Special Meeting to, among other things, obtain the approvals required for the Mergers and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/prospectus in connection with such Special Meeting. As promptly as practicable after the registration statement of which this proxy statement/prospectus forms a part is declared effective by the SEC, Near will duly call for and give notice of a stockholders’ meeting or seek the written consent of its stockholders for the purposes of obtaining the requisite vote or consent of its stockholders (including any separate class or series vote that is required, whether pursuant to Near’s organizational documents, any stockholders’ agreement or otherwise) for the authorization and approval of and consent to, the execution, delivery and performance of the Merger Agreement and each of the Ancillary Documents to which Near is or is required to be a party or bound, and the consummation of the Transactions, including the First Merger (the “Near Stockholder Approval”). See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal” for additional information. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex B-1. We urge you to carefully read this proxy statement/prospectus and the Merger Agreement in their entirety.

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A:     KludeIn is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of KludeIn Common Stock with respect to the matters to be considered at the Special Meeting.

The Business Combination cannot be completed unless KludeIn’s stockholders approve the Required Proposals, each as described in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of KludeIn. It is a proxy statement because the KludeIn Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because KludeIn, in connection with the Business Combination, is offering KludeIn Class A Shares in exchange for shares of Near outstanding as of the First Effective Time. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Consideration to Near Equityholders in the Business Combination” for additional information.

Q:     WHAT WILL HAPPEN TO KLUDEIN’S SECURITIES UPON CONSUMMATION OF THE BUSINESS COMBINATION?

A:     KludeIn Units, KludeIn Class A Shares and Public Warrants are currently listed on Nasdaq under the symbols “INKAU”, “INKA” and “INKAW”, respectively. The New Near Common Stock will be listed on Nasdaq under the symbol “NIR” and New Near’s warrants will be listed on Nasdaq under the symbol “NIRWW”. KludeIn will not have units traded on Nasdaq following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. Holders of Public Warrants and those stockholders who do not elect to have their KludeIn Class A Shares redeemed need not deliver their KludeIn Class A Shares or Public Warrant certificates to KludeIn or to KludeIn’s transfer agent and they will remain outstanding.

Q:     WHAT WILL NEAR EQUITYHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     At the First Effective Time, Near stockholders (except those who properly exercise appraisal or dissenters rights under applicable law) will receive newly issued KludeIn Class A Shares, and the Assumed Warrants will be assumed by KludeIn. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Consideration to Near Equityholders in the Business Combination” for additional information. Upon consummation of the Business Combination, Near will become a wholly-owned subsidiary of KludeIn. After the Closing of the Business Combination, the cash remaining in the Trust Account will be released from the Trust Account and used to pay each of KludeIn’s and Near’s transaction expenses and other liabilities of KludeIn due as of the Closing, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex B-1.

Q:     WHAT EQUITY STAKE WILL CURRENT KLUDEIN STOCKHOLDERS AND NEAR STOCKHOLDERS HOLD IN NEW NEAR IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?

A:     It is anticipated that, upon the completion of the Business Combination, the ownership of New Near will be as follows:

KludeIn stockholders that elect not to redeem their KludeIn Class A Shares will experience significant dilution as a result of the Business Combination. KludeIn public stockholders currently own approximately 13% of KludeIn Common Stock. As noted above, if no KludeIn stockholders redeem their KludeIn Class A Shares in the Business Combination and no Public Warrants or Private Placement Warrants are exercised, KludeIn public stockholders will own approximately 1.0% of the total shares outstanding in New Near and approximately 0.0% of the total shares outstanding under the maximum redemption scenario. Following the Business Combination, an aggregate of up to 8,625,000 Public Warrants and 5,200,000 Private Placement Warrants will be outstanding. KludeIn stockholders who redeem their shares of KludeIn Class A Shares may continue to hold any Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming KludeIn stockholders.

The numbers of shares and percentage interests set forth above reflect different redemption scenarios set forth below.

•        Assuming no redemption scenario:    This presentation assumes that no public stockholders exercise redemption rights with respect to their Public Shares.

•        Assuming 25% redemption scenario:    This presentation assumes that the public stockholders holding approximately 25.0% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 154,466 Public Shares are redeemed for an aggregate redemption payment of approximately $1.6 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

•        Assuming 50% redemption scenario:    This presentation assumes that the public stockholders holding approximately 50% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 308,932 Public Shares are redeemed for an aggregate redemption payment of approximately $3.2 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

•        Assuming 75% redemption scenario:    This presentation assumes that the public stockholders holding approximately 75% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 463,398 Public Shares are redeemed for an aggregate redemption payment of approximately $4.8 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

•        Assuming maximum redemption scenario:    This presentation assumes that the public stockholders holding approximately 100.0% of the Public Shares exercise redemption rights with respect to their Public Shares. This scenario assumes that 617,864 Public Shares are redeemed for an aggregate redemption payment of approximately $6.4 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

The amounts of percentage ownership set forth above will change (x) if the actual facts differ from the assumptions set forth above and (y) depending on whether any Permitted Equity Financing or Transaction Financing is consummated.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF THE PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Our public stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

Additionally, as a result of redemptions, the trading market for the KludeIn Class A Shares following the Business Combination may be less liquid than the market for the KludeIn Class A Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE, Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Near’s business will be reduced.

Q:     DID THE KLUDEIN BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:     Yes. Pursuant to the Existing Charter, and as provided in the KludeIn IPO prospectus, KludeIn is only required to obtain an opinion from an independent investment banking firm (or another independent entity that commonly renders valuation opinions) that such an initial business combination is fair to our company from a financial point of view, if KludeIn would seek to complete an initial business combination with a business combination target that is affiliated with the Sponsor, or KludeIn’s directors or officers. No prior conflicts or affiliate relationship existed between members of the KludeIn Board and management, on the one hand, and Near, on the other hand. As such, an opinion was not required under the Existing Charter. However, the KludeIn Board obtained a fairness opinion from Duff & Phelps, dated December 23, 2022, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by KludeIn in the Business Combination was fair, from a financial point of view, to KludeIn, as opposed to only those stockholders unaffiliated with the Sponsor or its affiliates. KludeIn obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Opinion of Duff & Phelps, the KludeIn Board’s Financial Advisor” for additional information.

Q:     WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A:     Neither KludeIn nor Near can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination not being completed at all. Each of KludeIn and Near must first obtain the required approval by their respective stockholders and must also first satisfy other closing conditions specified in the Merger Agreement. See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination” for additional information.

Q:     WHAT HAPPENS TO NEAR STOCKHOLDERS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If the Business Combination is not completed, Near stockholders will not receive any consideration for their shares of Near capital stock. Instead, Near will remain an independent company. See the sections of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Termination,” “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — Conditions to closing of the Business Combination” and “Risk Factors” for additional information.

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     KludeIn stockholders are being asked to vote on the following proposals:

1.      the NTA Proposal;

2.      the Business Combination Proposal;

3.      the Charter Proposal;

4.      the Governance Proposals;

5.      the Nasdaq Proposal;

6.      the Equity Incentive Plan Proposal;

7.      the Director Election Proposal; and

8.      the Adjournment Proposal (if necessary).

If KludeIn stockholders fail to approve the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Director Election Proposal, the Business Combination will not occur. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except for the Adjournment Proposal) will not be presented to the stockholders for a vote.

Q:     WHY IS KLUDEIN PROPOSING THE NTA PROPOSAL?

A:     The adoption of the proposed amendments to remove the net asset test limitation from the Existing Charter is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders even if such redemptions result in KludeIn having net tangible assets that are less than $5,000,001. The purpose of the net tangible asset test limitation was initially to ensure that the KludeIn Common Stock is not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the New Near Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, KludeIn is presenting the NTA Proposal so that the parties may consummate the Business Combination even if KludeIn has $5,000,000 or less in net tangible assets at the Closing.

Q:     WHY IS KLUDEIN PROPOSING THE BUSINESS COMBINATION?

A:     KludeIn is a blank check company incorporated in the State of Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

Upon consummation of KludeIn’s IPO, a total of approximately $172.5 million was placed in the Trust Account. Since KludeIn’s IPO, KludeIn’s activity has been limited to the evaluation of business combination candidates. In connection with the First Extension Meeting, $68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay redeeming KludeIn stockholders. In connection with the Second Extension Meeting, stockholders holding 9,786,530 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $6.376 million remained in the Trust Account. Following redemptions, KludeIn has 617,864 Public Shares outstanding. Based on its due diligence investigations of Near and the industry in which it operates, including the financial and other information provided by Near in the course of the parties’ negotiations in connection with the Merger Agreement, KludeIn believes that

Near aligns well with the objectives laid out in its investment thesis. As a result, KludeIn believes that a business combination with Near will provide KludeIn’s stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. Stockholder approval of the Business Combination is required by the Merger Agreement and the Existing Charter, as well as to comply with Nasdaq Listing Rule 5635(a) and (b). See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Merger Agreement — The KludeIn Board’s Recommendation and Reasons for the Approval of the Business Combination” for additional information.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of KludeIn Class A Shares, you have the right to demand that KludeIn redeem your shares for a pro rata portion of the cash held in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination, by delivering your stock, either physically or electronically using Depository Trust Company’s DWAC System, to KludeIn’s transfer agent two business days prior to the Special Meeting (such rights, “redemption rights”).

Notwithstanding the foregoing, a holder of KludeIn Class A Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the KludeIn Class A Shares sold in KludeIn’s IPO. Accordingly, all KludeIn Class A Shares in excess of 15% of the KludeIn Class A Shares sold in KludeIn’s IPO held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

The Insiders will not have redemption rights with respect to any shares of KludeIn Common Stock owned by them in connection with the Business Combination.

If the NTA Proposal is not approved and adopted, under KludeIn’s Existing Charter, KludeIn will only redeem Public Shares if KludeIn’s net tangible asset value will be at least $5,000,001, after giving effect to the payments to redeeming stockholders, either immediately prior to or upon consummation of the Business Combination. In addition, under the terms of the Merger Agreement, Near’s obligation to complete the Business Combination is conditioned upon, among other conditions, the satisfaction of the Minimum Cash Condition.

Q:     WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     No. You may exercise your redemption rights whether you vote your KludeIn Class A Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their KludeIn Class A Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer KludeIn Class A Shares and public stockholders, the trading market for KludeIn Class A Shares may be less liquid than the market for KludeIn Class A Shares prior to the Business Combination and KludeIn may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into KludeIn’s business will be reduced and the amount of working capital available to New Near following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to KludeIn Class A Shares will have no effect on Public Warrants you may also hold.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     If you are a holder of KludeIn Class A Shares and wish to exercise your redemption rights, you must demand that KludeIn redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to KludeIn’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system at least two business days prior to the vote at the Special Meeting. Any holder of KludeIn Class A Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $6.4 million (including interest not previously released to KludeIn to pay taxes), or $10.42 per share, as of the Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to KludeIn to pay its taxes, will be paid promptly upon

consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of KludeIn’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against any of the proposals. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with KludeIn’s consent, until the consummation of the Business Combination, or such other date as determined by the KludeIn Board. If you deliver your shares for redemption to KludeIn’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that KludeIn’s transfer agent return the shares (physically or electronically). You may make such request by contacting KludeIn’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Any written demand of redemption rights must be received by KludeIn’s transfer agent by 5:00 p.m. on the second business day prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent prior to such time.

If a holder of KludeIn Class A Shares properly makes a request for redemption and the KludeIn Class A Shares are delivered as described to KludeIn transfer agent as described herein, then, if the Business Combination is consummated, KludeIn will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your KludeIn Class A Shares for cash.

For a discussion of the material U.S. federal income tax considerations for holders of KludeIn Class A Shares with respect to the exercise of these redemption rights, see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations” for additional information. The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The net proceeds of KludeIn’s IPO, together with certain funds raised from the private sale of warrants simultaneously with the consummation of KludeIn’s IPO, were placed in the Trust Account immediately following KludeIn’s IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the KludeIn Class A Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of New Near.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:     If KludeIn does not complete the Business Combination with Near for any reason, KludeIn may search for another target business with which to complete a business combination. If KludeIn does not complete the Business Combination with Near or another target business by April 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn must redeem 100% of the outstanding KludeIn Class A Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to KludeIn to pay taxes) divided by the number of outstanding KludeIn Class A Shares. The Sponsor and KludeIn’s directors and officers have no redemption rights in the event a business combination is not effected in the required time period and accordingly, the Founder Shares and Private Placement Warrants will be worthless if no business combination is effected by KludeIn by April 11, 2023. Additionally, in the event of such liquidation, there will be no distribution with respect to KludeIn’s outstanding warrants. Accordingly, such warrants will expire worthless. On January 6, 2023, KludeIn held the Second Extension Meeting, at which KludeIn’s stockholders approved the extension of the expiration of the period in which it must complete a business combination from January 11, 2023 to April 11, 2023. In

connection with the Second Extension Meeting, stockholders holding 9,786,530 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $6.376 million remained in the Trust Account. Following redemptions, KludeIn has 617,864 Public Shares outstanding

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor owns of record and is entitled to vote an aggregate of approximately 85.95% of the outstanding shares of KludeIn Common Stock. The Sponsor has agreed to vote any shares of KludeIn Common Stock held by it as of the record date for the Special Meeting in favor of the Transaction Proposals.

Q:     WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:     A majority of the voting power of all outstanding shares of capital stock of KludeIn entitled to vote as of the record date at the Special Meeting must be represented virtually or by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 87.5% of the issued and outstanding shares of KludeIn Common Stock, will count towards this quorum. Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so KludeIn does not expect there to be any broker non-votes at the Special Meeting. As a result, as of the Record Date, in addition to the shares of the holders of the Founder Shares, no additional holders of KludeIn Common Stock would be required to be present at the Special Meeting to achieve a quorum.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:     The NTA Proposal:    The affirmative vote of sixty-five percent (65%) of the issued and outstanding shares of KludeIn Common Stock at a meeting at which a quorum is present, is required to approve the NTA Proposal. Notwithstanding the approval of the NTA Proposal, if the Business Combination is not approved, the actions contemplated by the NTA Proposal will not be effected.

The Business Combination Proposal:    The affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. KludeIn stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. If KludeIn stockholders fail to approve the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Director Election Proposal, the Business Combination will not occur. The Adjournment Proposal is not conditioned on the approval of any other proposal. As further discussed in the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Related Agreements — Sponsor Support Agreement,” the Sponsor and KludeIn’s directors and officers have entered into an agreement with KludeIn pursuant to which the Sponsor and KludeIn’s directors and officers have agreed to vote shares representing approximately 29.3% of the aggregate voting power of KludeIn Common Stock in favor of the Business Combination Proposal.

The Charter Proposal:    The affirmative vote of the holders of a majority of the outstanding shares of KludeIn Common Stock, voting together as a single class, at a meeting at which a quorum is present, is required to approve the Charter Proposal. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Charter Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Governance Proposals:    Approval of each of the Governance Proposals, on a non-binding advisory basis, requires the affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class, at a meeting at which a quorum is present. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote. Notwithstanding the approval of the Governance Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Governance Proposals will not be effected.

The Nasdaq Proposal:    The affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Nasdaq Proposal. The Business Combination is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Nasdaq Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

The Equity Incentive Plan Proposal:    The affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Equity Incentive Plan Proposal. If the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Equity Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Equity Incentive Plan Proposal will not be effected.

The Director Election Proposal:    Directors are elected by a plurality of the votes cast, in person (which would include presence at the virtual Special Meeting) or by proxy. This means that the nominees who receive the most affirmative votes will be elected. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Director Election Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The Adjournment Proposal:    The affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class, regardless of whether a quorum is present, is required to approve the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Q:     WHY IS KLUDEIN PROPOSING THE GOVERNANCE PROPOSALS?

A:     As required by applicable SEC guidance, KludeIn is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the New Near Charter that may reasonably be considered to materially affect stockholder rights and therefore require a non-binding advisory basis vote pursuant to SEC guidance. This non-binding advisory vote is not otherwise required by Delaware law and is separate and apart from the Charter Proposal, but consistent with SEC guidance, KludeIn is submitting these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote and is not binding on KludeIn or the KludeIn Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal). See the section of this proxy statement/prospectus entitled “Proposal No. 4: The Governance Proposals” for additional information.

Q:     DO ANY OF KLUDEIN’S SPONSOR, DIRECTORS, OFFICERS OR ADVISORS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF KLUDEIN STOCKHOLDERS?

A:     In considering the recommendation of the KludeIn Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of KludeIn’s stockholders generally. The KludeIn Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of KludeIn. Stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•        Mini Krishnamoorthy will be a KludeIn designee to the New Near Board upon the effectiveness of the Business Combination. As a director, in the future, Ms. Krishnamoorthy may receive any cash fees, stock options or stock awards that the New Near Board determines to pay to its directors;

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), KludeIn will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KludeIn Class A Shares for cash and, subject to the approval of its remaining stockholders and the KludeIn Board, dissolving and liquidating. In such event, the 4,075,000 Founder Shares held by the Insiders (assuming the Sponsor Forfeiture) and which were acquired for an aggregate purchase price of $25,000 prior to KludeIn’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares (while the Founder Shares are not the same as the KludeIn Class A Shares, are subject to certain restrictions that are not applicable to the KludeIn Class A Shares, and may become worthless if KludeIn does not complete a business combination by April 11, 2023 (unless extended by KludeIn’s stockholders), the aggregate value of the 4,075,000 Founder Shares owned by KludeIn’s Insiders is estimated to be approximately $41.6 million, assuming the per share value of the Founder Shares is the same as the $10.20 closing price of the KludeIn Class A Shares on Nasdaq on January 17, 2023, the record date for the Special Meeting, and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination);

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), the 5,200,000 Private Placement Warrants held by the Sponsor, in which certain of KludeIn’s officers and directors hold a direct or indirect interest and which were acquired for an aggregate purchase price of $5.2 million in a private placement that took place simultaneously with the consummation of KludeIn’s IPO, would become worthless (although the Private Placement Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,200,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $832,000, assuming the per warrant value of the Private Placement Warrants is the same as the $0.16 closing price of the Public Warrants on Nasdaq on January 17, 2023, the record date for the Special Meeting);

•        if the Business Combination or another business combination is not consummated by April 11, 2023 (unless extended by KludeIn’s stockholders), the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of third parties for services rendered or products sold to KludeIn to below $10.00 per Public Share. If KludeIn consummates a business combination, on the other hand, KludeIn will be liable for all such claims;

•        the Sponsor, as well as KludeIn’s officers and directors, and their affiliates, are entitled to reimbursement of certain out-of-pocket expenses incurred by them in connection with identifying, investigating, negotiating and completing a business combination. However, if KludeIn fails to consummate a business combination by April 11, 2023 (unless extended by KludeIn’s stockholders), they will not have any claim against the Trust Account for reimbursement. Accordingly, KludeIn may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within such period (as of September 30, 2022, KludeIn’s officers and directors have incurred an aggregate of approximately $48,700 in reimbursable out-of-pocket expenses);

•        the fact that the Sponsor, directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if KludeIn fails to complete an initial business combination by April 11, 2023 (unless extended by KludeIn’s stockholders);

•        the fact that on January 21, 2022, KludeIn issued the Sponsor January Promissory Note to the Sponsor for working capital expenses. As of September 30, 2022, KludeIn had drawn down $1,072,500 under the Sponsor January Promissory Note. Subsequent to September 30, 2022, KludeIn drew down an additional $152,500 under the Sponsor January Promissory Note. If the Business Combination or another initial business combination is not consummated, the Sponsor January Promissory Note, which note may be repaid in cash or, at the election of the Sponsor, in the form of warrants of KludeIn with terms equivalent to the terms of outstanding Private Placement Warrants, at the closing of the Business Combination, may not be repaid to Sponsor, in whole or in part;

•        the fact that on July 7, 2022, KludeIn issued the Extension Note to the Sponsor. As of January 17, 2023, $1,373,380 was outstanding under the Extension Note. If the Business Combination or another initial business combination is not consummated, the Extension Note may not be repaid to Sponsor, in whole or in part;

•        if the Trust Account is liquidated, including in the event KludeIn is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable if and to the extent any claims by a third-party for services rendered or products sold to KludeIn, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the Insiders are obligated to vote in favor of the proposals at the Special Meeting, regardless of how public stockholders vote;

•        KludeIn’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the Sponsor will enter into the A&R Registration Rights Agreement at closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination.

Certain Other Interests in the Business Combination

In addition to the interests of the Insiders in the Business Combination, stockholders should be aware that the IPO Underwriters and Near have financial interests that are different from, or in addition to, the interests of KludeIn’s stockholders. These interests include:

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $6,037,500 of deferred underwriting commissions. The IPO Underwriters have not provided any service in connection with the Business Combination and such deferred commissions are attributable solely to their services in connection with the KludeIn IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event KludeIn does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and KludeIn is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to KludeIn’s public stockholders upon its liquidation.

In addition, in connection with the Extension Amendment, KludeIn issued the Near Extension Note to Near. The Near Extension Note relates to the final two payments of the Extension Funds of $343,345 each. As of December 12, 2022, an aggregate of $686,690 has been drawn down on the Near Extension Note and deposited into the Trust Account to cover the final two months of the extension. If the Business Combination or another initial business combination is not consummated, the Near Extension Note may not be repaid to Near, in whole or in part. Thus, Near and its officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete the Business Combination to recoup its loan, even though it may not be in the best interests of KludeIn’s stockholders.

See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:      If you are a stockholder of record of KludeIn as of January 17, 2023, the record date set by the KludeIn Board for the Special Meeting, you may submit your proxy before the Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/[•]. You will need the control number that is printed on your proxy card to enter the Special Meeting. KludeIn recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     WHEN AND WHERE IS THE SPECIAL MEETING?

A:      The Special Meeting will be held on [•], 2023, at 10:00 a.m., Eastern Time, via a virtual meeting. In light of the COVID-19 pandemic and to support the well-being of KludeIn’s stockholders, management, employees and the community, the Special Meeting will be virtual. All KludeIn stockholders as of the record date, or their duly appointed proxies, may attend the Special Meeting. Registration will begin at approximately 9:00 a.m. Eastern Time.

Q:     HOW CAN KLUDEIN’S STOCKHOLDERS ATTEND THE SPECIAL MEETING?

A:     If you are a registered stockholder, you received a Notice and Access instruction form or proxy card from Continental Stock Transfer & Trust Company (“CST”). Both forms contain instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows: telephone 917-262-2373 or email proxy@continentalstock.com.

You can pre-register to attend the virtual Special Meeting starting [•], 2023 at 10:00 a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[•], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. KludeIn recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

Beneficial owners, who hold their shares through a bank or broker, will need to contact CST to receive a control number. If you hold your shares in this manner and plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. CST can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have Internet capabilities, you can listen only to the meeting by dialing +1 877-770-3647 (toll-free) within the U.S. and Canada, (toll-free) outside the U.S. and Canada +1 312-780-0854 (standard rates apply) and, when prompted, enter the pin number               . This is listen-only, so you will not be able to vote or enter questions during the meeting.

Q:     WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

A:     If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.

Q:     IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     As discussed above, if your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to KludeIn or by voting online at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters and therefore, KludeIn does not expect there to be any broker non-votes at the Special Meeting.

If you are a KludeIn stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the NTA Proposal, the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal. The failure of your broker to vote will be the equivalent of a vote “AGAINST” the NTA Proposal and the Charter Proposal, but will have no effect on the vote count for the other proposals.

Q:     WHAT HAPPENS IF I SELL MY KLUDEIN SHARES BEFORE THE SPECIAL MEETING?

A:     The record date for the Special Meeting is earlier than the date of the Special Meeting. If you transfer your KludeIn Class A Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your KludeIn Class A Shares because you will no longer be able to deliver them for cancellation upon the consummation of the Business Combination in accordance with the provisions described herein. If you transfer your KludeIn Class A Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     WHAT IF I ATTEND THE KLUDEIN SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:     For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.

If you are a KludeIn stockholder that attends the Special Meeting virtually and fails to vote on the NTA Proposal, the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal, but will have no effect on the vote count for such other proposals. If you are a KludeIn stockholder that attends the Special Meeting virtually and you respond to such proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal but will have no effect on any of the other proposals.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the KludeIn Common Stock represented by your proxy will be voted as recommended by the KludeIn Board with respect to that proposal.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

•        filing a notice with the corporate secretary of KludeIn;

•        mailing a new, subsequently dated proxy card; or

•        attending the Special Meeting virtually and electing to vote your shares online.

If you are a stockholder of record of KludeIn and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to KludeIn I Acquisition Corp., 1096 Keeler Avenue, Berkeley, CA 94708, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than when the polls for voting close during the Special Meeting on [•], 2023, or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of KludeIn Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE KLUDEIN SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of New Near. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of KludeIn in the event that KludeIn searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHO CAN HELP ANSWER MY QUESTIONS?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, the proxy solicitation agent for KludeIn, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at INKA.info@investor.morrowsodali.com.

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to KludeIn’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Equity Ownership Upon Closing

It is anticipated that, upon completion of the Business Combination: (i) holders of Founder Shares will retain an ownership interest of approximately 5.5% in New Near, (ii) KludeIn’s public stockholders will retain an ownership interest of approximately 13.0% in New Near, and (iii) existing Near stockholders will own approximately 81.5% of New Near. These levels of ownership interest: (a) exclude the impact of the shares underlying Public Warrants and Private Placement Warrants, (b) assume that no KludeIn public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in KludeIn’s Trust Account, (c) assume that no shares are issued pursuant to the 2022 Plan, and (d) assume that no shares are issued and sold pursuant to the Common Stock Purchase Agreement. See the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information”, “Proposal No. 5 — The Equity Incentive Plan Proposal” for additional information.

The following table illustrates varying ownership levels in New Near, assuming no redemptions by KludeIn’s public stockholders, 25% redemption by KludeIn’s public stockholders, 50% redemption by KludeIn’s public stockholders, 75% redemption by KludeIn’s public stockholders and the maximum redemptions by KludeIn’s public stockholders:

____________

(1)       Assumes that no KludeIn Class A Shares are redeemed and excludes potential dilution from Public Warrants and Private Placement Warrants.

(2)       Assumes that the public stockholders holding approximately 25% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 154,466 Public Shares are redeemed for an aggregate redemption payment of approximately $1.6 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable). Excludes potential dilution from Public Warrants and Private Placement Warrants.

(3)       Assumes that the public stockholders holding approximately 50% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 308,932 Public Shares are redeemed for an aggregate redemption payment of approximately $3.2 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable). Excludes potential dilution from Public Warrants and Private Placement Warrants.

(4)       Assumes that the public stockholders holding approximately 75% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 463,398 Public Shares are redeemed for an aggregate redemption payment of approximately $4.8 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable). Excludes potential dilution from Public Warrants and Private Placement Warrants.

(5)       Assumes that the public stockholders holding approximately 100% of the Public Shares exercise redemption rights with respect to their Public Shares. This scenario assumes that 617,864 Public Shares are redeemed for an aggregate redemption payment of approximately $6.4 million, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable). Excludes potential dilution from Public Warrants and Private Placement Warrants.

(6)       Represents the 4,312,500 Founder Shares that are issued and outstanding.

The Special Meeting

Date, Time and Place of the Special Meeting

The Special Meeting will be held on [•], 2023, at 10:00 a.m., Eastern Time, via a virtual meeting. At the Special Meeting, KludeIn stockholders will be asked to approve the NTA Proposal, the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal (if necessary).

Voting Power; Record Date

The KludeIn Board has fixed the close of business on January 17, 2023, as the Record Date for determining KludeIn stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business January 17, 2023, there were 4,930,364 shares of KludeIn Common Stock outstanding and entitled to vote, of which 617,864 are KludeIn Class A Shares and 4,312,500 are Founder Shares, such Founder Shares representing approximately 87.5% of the outstanding shares of KludeIn Common Stock. Each share of KludeIn Common Stock is entitled to one vote per share at the Special Meeting. The Insiders have agreed to vote the Founder Shares and any other KludeIn securities they hold in favor of each of the proposals being presented at the Special Meeting.

Quorum and Vote of KludeIn Stockholders

A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of KludeIn Common Stock entitled to vote as of the record date at the Special Meeting is represented virtually or by proxy. Abstentions will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, which currently own an aggregate of approximately 87.5% of the issued and outstanding shares of KludeIn Common Stock, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the holders of the Founder Shares, no additional holders of KludeIn Common Stock would be required to be present at the Special Meeting to achieve a quorum.

Approval of the NTA Proposal requires the affirmative vote of holders of sixty-five percent (65%) of the issued and outstanding shares of KludeIn Common Stock, voting together as a single class. Approval of the Business Combination Proposal, the Governance Proposals (each of which is a non-binding, advisory vote), the Nasdaq Proposal and the Equity Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class. Directors are elected by a plurality of the votes cast, in person (which would include presence at the virtual Special Meeting) or by proxy. This means that the nominees who receive the most affirmative votes will be elected. Approval of the Charter Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, (ii) the holders of a majority of the shares of KludeIn Class A Common Stock then outstanding, voting separately as a single class and (iii) the holders of a majority of the then outstanding shares of KludeIn Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of KludeIn Common Stock, voting together as a single class, regardless of whether a quorum is present.

Consummation of the Business Combination is conditioned on the approval of each of the Required Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

The Proposals to be Submitted at the Special Meeting

The following is a summary of the proposals to be submitted at the Special Meeting.

Proposal 1: The NTA Proposal

Assuming the Business Combination Proposal (Proposal 2) is approved and adopted, to approve and adopt the NTA Proposal, which shall be effective, if adopted and implemented by KludeIn, prior to the consummation of the proposed Business Combination, to remove the limitation on share redemptions that would cause KludeIn to be unable to consummate the Business Combination if stockholder redemptions would cause KludeIn’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. See the section of this proxy statement/prospectus entitled “Proposal No. 1: The NTA Proposal.”

Proposal 2: The Business Combination Proposal

A proposal to adopt and approve the Merger Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). See the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal” and the Merger Agreement, a copy of which is attached as Annex B-1 to this proxy statement/prospectus, for additional information.

Proposal 3: The Charter Proposal

Assuming the Business Combination Proposal (Proposal 2) is approved and adopted, to approve and adopt the Proposed Charter, in the form attached to this proxy statement/prospectus as Annex C, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing. See the section of this proxy statement/prospectus entitled “Proposal No. 3: The Charter Proposal” and the Proposed Charter, a copy of which is attached as Annex C to this proxy statement/prospectus, for additional information.

Proposal 4: The Governance Proposals

A proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the SEC requirements:

•        Proposal No. 4.A: Number of Authorized Shares

•        Proposal No. 4.B: No Class Vote on Changes in Authorized Number of Stock

•        Proposal No. 4.C: Required Vote to Amend the Proposed Bylaws

•        Proposal No. 4.D: Limitation of Exclusive Forum Provision

•        Proposal No. 4.E: Update of Other Provisions

See the section of this proxy statement/prospectus entitled “Proposal No. 4: The Governance Proposals” for additional information.

Proposal 5: The Nasdaq Proposal

A proposal to approve, for purposes of complying with applicable Nasdaq Capital Market listing rules, the issuance of more than 20% of the KludeIn’s issued and outstanding KludeIn Common Stock in connection with the Common Stock Financing. See the section of this proxy statement/prospectus entitled “Proposal No. 5: The Nasdaq Proposal” for additional information.

Proposal 6: The Equity Incentive Plan Proposal

A proposal to approve and adopt the 2023 Plan, established to be effective after the Closing. See the section of this proxy statement/prospectus entitled “Proposal No. 6: The Equity Incentive Plan Proposal” for additional information.

Proposal 7: The Director Election Proposal

A proposal to consider and vote upon the election of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the board of directors of New Near. See the section of this proxy statement/prospectus entitled “Proposal No. 7: The Director Election Proposal” for additional information.

Proposal 8: The Adjournment Proposal

If necessary, a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate as determined by the KludeIn Board. See the section of this proxy statement/prospectus entitled “Proposal No. 8: The Adjournment Proposal” for additional information.

Redemption Rights

Holders of KludeIn Class A Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding KludeIn Class A Shares may demand that KludeIn redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.42 per share as of the Record Date, including interest not previously released to KludeIn to pay taxes), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, KludeIn will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination. Additional terms and conditions apply. See the section of this proxy statement/prospectus entitled “KludeIn Special Meeting in Lieu of 2022 Annual Meeting of Stockholders — Redemption Rights” for additional information.

In connection with the First Extension Amendment, KludeIn stockholders holding 6,845,606 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $68,488,348 (approximately $10.00 per share) was removed from the Trust Account to pay such holders. In connection with the First Extension Amendment, on July 7, 2022, KludeIn issued the Extension Note, pursuant to which the Sponsor agreed to provide KludeIn with equal installments of the Extension Funds, or $343,345, to be deposited into the Trust Account for each month in which the date by which KludeIn must consummate its initial business combination is extended, from July 11, 2022 until January 11, 2023. On November 23, 2022, following the entry into the Financing Agreement and the release of certain covenants related to Near, Near committed to loan certain of the Extension Funds to KludeIn, and KludeIn issued the Near Extension Note, which relates to the final two payments of the Extension Funds of $343,345 each. As of January 17, 2023, an aggregate of $2,060,070 has been drawn down on the Extension Note and the Near Extension Note and deposited into the Trust Account to cover the six months of the extension.

In connection with the Second Extension Meeting, stockholders holding 9,786,530 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $6.376 million remained in the Trust Account. Following redemptions, KludeIn has 617,864 Public Shares outstanding.

Appraisal Rights

Holders of shares of KludeIn Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. KludeIn has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the Special Meeting if it revokes its proxy before such meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section of this proxy statement/prospectus entitled “KludeIn Special Meeting in Lieu of 2022 Annual Meeting of Stockholders — Revoking Your Proxy” for additional information.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of KludeIn’s outstanding KludeIn Class A Shares are redeemed in connection with the Business Combination and (ii) assuming that 617,864 of KludeIn’s Class A Shares subject to redemption are redeemed for an aggregate payment of approximately $6.4 million which is the maximum permitted amount of redemptions while still satisfying the Minimum Cash Condition. In the event cash available at closing is insufficient to meet the Minimum Cash Condition, a condition would not be met and the Business Combination may not be consummated. For an illustration of the number of shares and percentage interests outstanding under these scenarios, see the section entitled “— Equity Ownership Upon Closing.”

No Redemption

Maximum Redemption

____________

(1)      Shares issued to Near’s stockholders are at a deemed value of $10.00 per share. Assumes 55,011,883 shares and awards issued to Near’s stockholders at Closing in the form of common stock. See the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more details.

(2)      Represents an estimated amount, inclusive of fees related to the Business Combination, legal and underwriting fees.

Summary of Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may harm New Near’s business, financial condition and operating results. Such risks include, but are not limited to:

•        The COVID-19 pandemic or similar outbreaks could have an adverse impact on our business and operations, and the markets and communities in which we, our partners and customers operate, and the impact of the pandemic is difficult to assess or predict.

•        We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on the terms and in the manner previously obtained.

•        If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of New Near Common Stock may decline.

•        KludeIn stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•        KludeIn’s directors and officers may have interests in the Business Combination that differ from the interests of KludeIn’s stockholders.

•        New Near may be required to take actions that could have a significant negative effect on New Near’s financial condition, results of operations and the price of New Near’s securities, which could cause you to lose some or all of your investment.

•        Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

•        The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

•        The ability of KludeIn stockholders to exercise redemption rights with respect to a large number of Public Shares may not allow KludeIn to complete the most desirable business combination or optimize its capital structure.

•        KludeIn’s current directors’ and executive officers’ affiliates own shares of KludeIn Common Stock and warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

•        Near has a limited operating history and has been growing rapidly over the last several years, which makes it difficult to forecast our future results of operations and increases the risk of your investment.

•        We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.

•        Near relies heavily on the services of our senior management team, and if we are not successful in attracting or retaining senior management personnel, we may not be able to successfully implement our business strategy.

•        Adverse or weakened general economic and market conditions may reduce spending on technology and information, which could harm our revenue, results of operations, and cash flows.

•        Near relies heavily on the services of our senior management team, and if we are not successful in attracting or retaining senior management personnel, we may not be able to successfully implement our business strategy.

The other matters described in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 54.

SELECTED HISTORICAL FINANCIAL INFORMATION OF KLUDEIN

The following table sets forth selected historical financial information of KludeIn for the periods and as of the dates indicated. The selected historical financial information of KludeIn as of September 30, 2022 and for the nine month periods ended September 30, 2022 and September 30, 2021 was derived from the unaudited condensed financial statements included elsewhere in this proxy statement/prospectus and KludeIn’s balance sheet data as of December 31, 2021 and 2020 and statement of operations data for the year ended December 31, 2021 and the period from September 24, 2020 (inception) through December 31, 2020, are derived from KludeIn’s historical financial statements included elsewhere in this proxy statement/prospectus. The information is only a summary and should be read in conjunction with KludeIn’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KludeIn” contained elsewhere in this proxy statement/prospectus. KludeIn’s historical results are not necessarily indicative of future results.