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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/26/23 Near Intelligence, Inc. S-1/A 206:35M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 10.61M
(General Form)
2: EX-5.1 Opinion of Haynes and Boone LLP HTML 63K
3: EX-23.1 Consent of Uhy LLP, Independent Registered Public HTML 55K
Accounting Firm
4: EX-23.2 Consent of Uhy LLP, Independent Registered Public HTML 54K
Accounting Firm
10: R1 Document And Entity Information HTML 73K
11: R2 Condensed Consolidated Balance Sheets HTML 216K
12: R3 Condensed Consolidated Balance Sheets HTML 106K
(Parentheticals)
13: R4 Condensed Consolidated Statements of Operations HTML 155K
(Unaudited)
14: R5 Condensed Consolidated Statements of Operations HTML 71K
(Unaudited) (Parentheticals)
15: R6 Condensed Consolidated Statements of Comprehensive HTML 77K
Loss (Unaudited)
16: R7 Condensed Consolidated Statements of Redeemable HTML 170K
Convertible Preferred Stock and Stockholders?
Equity (Deficit) Unaudited
17: R8 Condensed Consolidated Statements of Cash Flows HTML 260K
18: R9 Organization and description of business HTML 113K
19: R10 Summary of significant accounting policies HTML 397K
20: R11 Recapitalization HTML 116K
21: R12 Accounts receivable, net HTML 136K
22: R13 Prepaid expenses and other current assets HTML 112K
23: R14 Property and equipment, net HTML 152K
24: R15 Intangible assets, net HTML 180K
25: R16 Goodwill HTML 103K
26: R17 Convertible Debentures HTML 72K
27: R18 Borrowings HTML 218K
28: R19 Accounts Payable HTML 71K
29: R20 Stock based compensation HTML 232K
30: R21 Derivative Liabilities HTML 113K
31: R22 Redeemable convertible preferred stock HTML 178K
32: R23 Common stock HTML 102K
33: R24 Revenue HTML 192K
34: R25 Income taxes HTML 410K
35: R26 Net loss per share attributable to common HTML 147K
stockholders
36: R27 Fair Value Measurements HTML 510K
37: R28 Commitments and Contingencies HTML 100K
38: R29 Related Party Transactions HTML 84K
39: R30 Subsequent Events HTML 90K
40: R31 Initial Public Offering HTML 60K
41: R32 Private Placement HTML 61K
42: R33 Stockholders? Deficit HTML 69K
43: R34 Warrant liabilities HTML 95K
44: R35 Acquisitions HTML 106K
45: R36 Cash, cash equivalents and restricted cash HTML 74K
46: R37 Leases HTML 120K
47: R38 Other assets HTML 78K
48: R39 Accrued expenses and other current liabilities HTML 86K
49: R40 Retirement benefits HTML 180K
50: R41 Other liabilities HTML 75K
51: R42 Interest expense, net HTML 82K
52: R43 Other income, net HTML 71K
53: R44 Strategic investments HTML 63K
54: R45 Events (Unaudited) Subsequent to the Date of the HTML 82K
Independent Auditor?s Report
55: R46 Accounting Policies, by Policy (Policies) HTML 483K
56: R47 Summary of Significant Accounting Policie (Tables) HTML 224K
57: R48 Recapitalization (Tables) HTML 115K
58: R49 Accounts receivable, net (Tables) HTML 134K
59: R50 Prepaid expenses and other current assets (Tables) HTML 111K
60: R51 Property and equipment, net (Tables) HTML 148K
61: R52 Intangible assets, net (Tables) HTML 177K
62: R53 Goodwill (Tables) HTML 101K
63: R54 Convertible Debentures (Tables) HTML 66K
64: R55 Borrowings (Tables) HTML 161K
65: R56 Accounts Payable (Tables) HTML 66K
66: R57 Stock based compensation (Tables) HTML 212K
67: R58 Derivative Liabilities (Tables) HTML 119K
68: R59 Redeemable convertible preferred stock (Tables) HTML 163K
69: R60 Common stock (Tables) HTML 95K
70: R61 Revenue (Tables) HTML 183K
71: R62 Income taxes (Tables) HTML 394K
72: R63 Net loss per share attributable to common HTML 147K
stockholders (Tables)
73: R64 Fair Value Measurements (Tables) HTML 507K
74: R65 Commitments and Contingencies (Tables) HTML 74K
75: R66 Warrant liabilities (Tables) HTML 93K
76: R67 Acquisitions (Tables) HTML 102K
77: R68 Cash, cash equivalents and restricted cash HTML 71K
(Tables)
78: R69 Leases (Tables) HTML 122K
79: R70 Other assets (Tables) HTML 77K
80: R71 Accrued expenses and other current liabilities HTML 85K
(Tables)
81: R72 Retirement benefits (Tables) HTML 178K
82: R73 Other liabilities (Tables) HTML 75K
83: R74 Interest expense, net (Tables) HTML 81K
84: R75 Other income, net (Tables) HTML 70K
85: R76 Organization and description of business (Details) HTML 186K
86: R77 Summary of significant accounting policies HTML 115K
(Details)
87: R78 Recapitalization (Details) HTML 69K
88: R79 Recapitalization (Details) - Schedule of HTML 72K
reconciles the elements of the business
combination
89: R80 Recapitalization (Details) - Schedule of number of HTML 72K
shares of common stock issued ofconsummation of
the business combination
90: R81 Recapitalization (Details) - Schedule of number of HTML 67K
near holdings shares was determined
91: R82 Accounts receivable, net (Details) HTML 60K
92: R83 Accounts receivable, net (Details) - Schedule of HTML 64K
accounts receivable net consists
93: R84 Accounts receivable, net (Details) - Schedule of HTML 61K
company?s allowance for credit losses
94: R85 Prepaid expenses and other current assets HTML 60K
(Details)
95: R86 Prepaid expenses and other current assets HTML 75K
(Details) - Schedule of prepaid expenses and other
current assets
96: R87 Property and equipment, net (Details) HTML 57K
97: R88 Property and equipment, net (Details) - Schedule HTML 80K
of property and equipment net
98: R89 Intangible assets, net (Details) HTML 76K
99: R90 Intangible assets, net (Details) - Schedule of HTML 72K
amortization activity of intangible assets
100: R91 Intangible assets, net (Details) - Schedule of HTML 69K
company?s intangible assets for future periods
101: R92 Goodwill (Details) - Schedule of changes in HTML 61K
carrying value of goodwill
102: R93 Convertible Debentures (Details) HTML 94K
103: R94 Convertible Debentures (Details) - Schedule of HTML 64K
estimated fair value of working capital loan
104: R95 Borrowings (Details) HTML 349K
105: R96 Borrowings (Details) - Schedule of borrowings HTML 70K
106: R97 Borrowings (Details) - Schedule of estimated fair HTML 62K
value of working capital loan borrowings
107: R98 Borrowings (Details) - Schedule of aggregate HTML 80K
maturities of long-term borrowings
108: R99 Accounts Payable (Details) HTML 70K
109: R100 Accounts Payable (Details) - Schedule of accounts HTML 60K
payable
110: R101 Stock based compensation (Details) HTML 135K
111: R102 Stock based compensation (Details) - Schedule of HTML 88K
RSUs
112: R103 Derivative Liabilities (Details) HTML 101K
113: R104 Derivative Liabilities (Details) - Schedule of HTML 75K
assumptions used in calculating estimated fair
value of such warrant liabilities
114: R105 Derivative Liabilities (Details) - Schedule of HTML 73K
assumptions used in calculating estimated fair
value of public warrants and private placement
warrants
115: R106 Redeemable convertible preferred stock (Details) HTML 84K
116: R107 Redeemable convertible preferred stock (Details) - HTML 92K
Schedule of redeemable convertible preferred stock
117: R108 Common stock (Details) HTML 83K
118: R109 Common stock (Details) - Schedule of common stock HTML 68K
reserved for future issuance
119: R110 Revenue (Details) HTML 77K
120: R111 Revenue (Details) - Schedule of summarizes revenue HTML 65K
by the company?s service
121: R112 Revenue (Details) - Scheule of the disaggregation HTML 75K
of revenue
122: R113 Income taxes (Details) HTML 95K
123: R114 Net loss per share attributable to common HTML 71K
stockholders (Details) - Schedule of basic and
diluted net loss per share attributable to common
stockholders
124: R115 Net loss per share attributable to common HTML 65K
stockholders (Details) - Schedule of basic and
diluted net loss per share attributable to common
stockholders (Parentheticals)
125: R116 Net loss per share attributable to common HTML 69K
stockholders (Details) - Schedule of computation
of diluted net loss per share
126: R117 Fair Value Measurements (Details) HTML 59K
127: R118 Fair Value Measurements (Details) - Schedule of HTML 100K
financial assets and liabilities
128: R119 Fair Value Measurements (Details) - Schedule of HTML 64K
fair value of warrant liabilities
129: R120 Fair Value Measurements (Details) - Schedule of HTML 68K
changes in fair value of the public and private
placements warrants and working capital loan
130: R121 Fair Value Measurements (Details) - Schedule of HTML 63K
fair value of embedded derivative on convertible
debentures
131: R122 Commitments and Contingencies (Details) HTML 86K
132: R123 Commitments and Contingencies (Details) - Schedule HTML 62K
of table presents the company?s future minimum
purchase commitments
133: R124 Related Party Transactions (Details) HTML 154K
134: R125 Subsequent Events (Details) HTML 160K
135: R126 Summary of Significant Accounting Policie HTML 92K
(Details) - Schedule of the shares of class A
common stock reflected in the consolidated balance
sheets as temporary equity
136: R127 Summary of Significant Accounting Policie HTML 59K
(Details) - Schedule of the shares of class A
common stock reflected in the consolidated balance
sheets as temporary equity (Parentheticals)
137: R128 Summary of Significant Accounting Policie HTML 77K
(Details) - Schedule of basic and diluted net
income (loss) per share of common stock
138: R129 Summary of Significant Accounting Policie HTML 70K
(Details) - Schedule of basic and diluted net
income (Loss) Per Share of Common Stock
(Parentheticals)
139: R130 Initial Public Offering (Details) HTML 67K
140: R131 Private Placement (Details) HTML 86K
141: R132 Stockholders? Deficit (Details) HTML 85K
142: R133 Warrant liabilities (Details) HTML 119K
143: R134 Income Taxes (Details) - Schedule of net deferred HTML 71K
tax assets
144: R135 Income Taxes (Details) - Schedule of income tax HTML 74K
provision consists
145: R136 Income Taxes (Details) - Schedule of a HTML 72K
reconciliation of the federal income tax rate
146: R137 Fair value measurements (Details) - Schedule of HTML 69K
company?s assets and liabilities that are measured
at fair value on a recurring basis
147: R138 Fair value measurements (Details) - Schedule of HTML 78K
quantitative information regarding Level 3 fair
value measurements
148: R139 Fair value measurements (Details) - Schedule of HTML 82K
change in the fair value of warrant liabilities
and working capital loan
149: R140 Fair value measurements (Details) - Schedule of HTML 60K
change in the fair value of warrant liabilities
and working capital loan (Parentheticals)
150: R141 Summary of significant accounting policies HTML 72K
(Details) - Schedule of property and equipment
using the straight-line method
151: R142 Acquisitions (Details) HTML 72K
152: R143 Acquisitions (Details) - Schedule of fair value of HTML 81K
assets acquired and liabilities
153: R144 Acquisitions (Details) - Schedule of intangible HTML 65K
assets acquired and their estimated useful lives
154: R145 Acquisitions (Details) - Schedule of operations of HTML 59K
UberMedia Inc
155: R146 Cash, cash equivalents and restricted cash HTML 67K
(Details)
156: R147 Cash, cash equivalents and restricted cash HTML 65K
(Details) - Schedule of cash, cash equivalents and
restricted cash
157: R148 Accounts receivable, net (Details) - Schedule of HTML 64K
accounts receivable net consists
158: R149 Accounts receivable, net (Details) - Schedule of HTML 61K
company?s allowance for credit losses
159: R150 Prepaid expenses and other current assets HTML 75K
(Details) - Schedule of prepaid expenses and other
current assets
160: R151 Property and equipment, net (Details) - Schedule HTML 78K
of property and equipment net
161: R152 Leases (Details) HTML 59K
162: R153 Leases (Details) - Schedule of components of lease HTML 62K
cost
163: R154 Leases (Details) - Schedule of operating leases HTML 62K
164: R155 Leases (Details) - Schedule of future undiscounted HTML 73K
cash flows of operating leases to the operating
lease liabilities
165: R156 Intangible assets, net (Details) - Schedule of HTML 72K
amortization activity of intangible assets
166: R157 Intangible assets, net (Details) - Schedule of HTML 70K
company?s intangible assets for future periods
167: R158 Goodwill (Details) - Schedule of changes in HTML 64K
carrying value of goodwill
168: R159 Other assets (Details) - Schedule of other assets HTML 66K
169: R160 Borrowings (Details) - Schedule of borrowings HTML 67K
170: R161 Borrowings (Details) - Schedule of aggregate HTML 81K
maturities of long-term borrowings
171: R162 Accrued expenses and other current liabilities HTML 59K
(Details)
172: R163 Accrued expenses and other current liabilities HTML 76K
(Details) - Schedule of accrued expenses and other
current liabilities
173: R164 Stock based compensation (Details) - Schedule of HTML 65K
stock options granted to employee
174: R165 Stock based compensation (Details) - Schedule of HTML 88K
stock option
175: R166 Stock based compensation (Details) - Schedule of HTML 77K
RSUs
176: R167 Stock based compensation (Details) - Schedule of HTML 71K
stock-based compensation expense for the stock
options and RSUs
177: R168 Retirement benefits (Details) HTML 61K
178: R169 Retirement benefits (Details) - Schedule of HTML 80K
consolidated financial statements
179: R170 Retirement benefits (Details) - Schedule of net HTML 66K
defined benefit plan costs
180: R171 Retirement benefits (Details) - Schedule of HTML 61K
principal assumptions used in determining gratuity
181: R172 Retirement benefits (Details) - Schedule of HTML 70K
expected benefit plan payments
182: R173 Other liabilities (Details) - Schedule of other HTML 65K
liabilities
183: R174 Warrant liabilities (Details) - Schedule of HTML 75K
assumptions used in calculating estimated fair
value of such warrant liabilities
184: R175 Redeemable convertible preferred stock (Details) - HTML 92K
Schedule of redeemable convertible preferred stock
185: R176 Common stock (Details) - Schedule of common stock HTML 71K
reserved for future issuance
186: R177 Revenue (Details) - Schedule of summarizes revenue HTML 65K
by the company?s service
187: R178 Revenue (Details) - Scheule of the disaggregation HTML 75K
of revenue
188: R179 Revenue (Details) - Schedule of deferred revenue HTML 67K
consists of customer billings
189: R180 Interest expense, net (Details) - Schedule of HTML 67K
interest expense, net
190: R181 Other income, net (Details) - Schedule of other HTML 63K
income, net
191: R182 Income taxes (Details) - Schedule of income tax HTML 80K
expense
192: R183 Income taxes (Details) - Schedule reconciliation HTML 81K
of effective tax rate
193: R184 Income taxes (Details) - Scedule of deferred tax HTML 100K
assets and liabilities
194: R185 Net loss per share attributable to common HTML 82K
stockholders (Details) - Schedule of basic and
diluted net loss per share attributable to common
stockholders
195: R186 Net loss per share attributable to common HTML 65K
stockholders (Details) - Schedule of basic and
diluted net loss per share attributable to common
stockholders (Parentheticals)
196: R187 Net loss per share attributable to common HTML 67K
stockholders (Details) - Schedule of computation
of diluted net loss per share
197: R188 Fair Value Measurements (Details) - Schedule of HTML 71K
financial assets and liabilities
198: R189 Fair Value Measurements (Details) - Schedule of HTML 64K
fair value of warrant liabilities
199: R190 Strategic investments (Details) HTML 91K
200: R191 Commitments and Contingencies (Details) - Schedule HTML 64K
of table presents the company?s future minimum
purchase commitments
201: R192 Events (Unaudited) Subsequent to the Date of the HTML 159K
Independent Auditor?s Report (Details)
204: XML IDEA XML File -- Filing Summary XML 434K
202: XML XBRL Instance -- fs12023a2_nearintelli_htm XML 7.79M
203: EXCEL IDEA Workbook of Financial Report Info XLSX 440K
6: EX-101.CAL XBRL Calculations -- inka-20230331_cal XML 230K
7: EX-101.DEF XBRL Definitions -- inka-20230331_def XML 2.48M
8: EX-101.LAB XBRL Labels -- inka-20230331_lab XML 4.02M
9: EX-101.PRE XBRL Presentations -- inka-20230331_pre XML 2.45M
5: EX-101.SCH XBRL Schema -- inka-20230331 XSD 706K
205: JSON XBRL Instance as JSON Data -- MetaLinks 1,006± 1.55M
206: ZIP XBRL Zipped Folder -- 0001213900-23-060083-xbrl Zip 1.79M
Exhibit 5.1
 |
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Near Intelligence, Inc.
100 W Walnut St., Suite A-4
Ladies and Gentlemen:
We have acted as counsel for Near Intelligence, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) on the date hereof, under the Securities Act of 1933, as amended (the “Act”) of a registration statement on Form S-1 (File No. 333-272300) (the “Registration Statement”), by the Company relating to the offer and sale, from time to time, by the selling securityholders named therein or their permitted transferees, of (i) 1,293,497 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Shares”), (ii) up to 5,555,558 shares of Common Stock (the “Part A-2 Conversion Shares”) issuable upon conversion of convertible debentures (the “Part A-2 Convertible Debentures”) issued pursuant to the Securities Purchase Agreement dated as of May 18, 2023, by and among the Company and the investors named therein (the “Part A-2 SPA”); (iii) up to 23,371,980 shares of Common Stock (the “Part B Conversion Shares”) issuable upon conversion of convertible debentures (the “Part B Convertible Debentures”) issued pursuant to the Securities Purchase Agreement dated May 18, 2023, by and among the Company and the investors named therein (the “Part B SPA”); and (iv) up to 62,500 shares of Common Stock (the “Part A-2 Warrant Shares”) issuable upon exercise of warrants (the “Part A-2 Warrants”) issued pursuant to the Part A-2 SPA.
For purposes of the opinions we express below, we have examined originals, or copies certified or otherwise identified, of (i) the certificate of incorporation and bylaws, each as amended to date, of the Company (the “Charter Documents”); (ii) the Registration Statement and all exhibits thereto; (iii) the prospectus included in the Registration Statement; (iv) the letter agreement dated March 6, 2023 by and between Near Intelligence Holdings Inc. and Benchmark (the “Benchmark Agreement”); (v) that certain Unanimous Written Consent of the Board of Directors, dated March 31, 2023, related to approval of certain of the Company’s junior convertible debt financing transactions, all agreements contemplated therein, and related matters (vi) that certain Unanimous Written Consent of the Board of Directors, dated May 17, 2023, related to approval of the Part A-2 SPA and the Part B SPA, all agreements contemplated therein, and related matters; (vii) the Part A-2 SPA; (viii) the Part B SPA; (ix) that certain Unanimous Written Consent of the Board of Directors, dated May 24, 2023, related to the issuance of shares to Benchmark pursuant to the Benchmark Agreement, all agreements contemplated therein, and related matters; (x) the conversion notice, delivered to the Company on July 17, 2023 by YA II PN, Ltd., in connection with the conversion of a portion of the outstanding principal amount of its Part B Convertible Debenture and accrued interest into shares of Common Stock; and (xi) such other corporate records of the Company as we have deemed necessary or appropriate for purposes of the opinions hereafter expressed.
As to questions of fact material to the opinions expressed below, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.
In making the foregoing examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iv) except as set forth herein, that all agreements or instruments we have examined are the valid, binding and enforceable obligations of the parties thereto, and (v) that all factual information on which we have relied was accurate and complete.
| 2323 Victory Avenue | Suite 700 | Dallas, TX 75219 T: 214.651.5000 | haynesboone.com
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Near Intelligence, Inc.
Page 2
Based on the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that:
1. The Shares have been duly authorized for issuance by the Board of Directors of the Company and are validly issued, fully paid and non-assessable.
2. The Part A-2 Conversion Shares have been duly authorized by the Board of Directors of the Company and, upon issuance thereof in accordance with the terms of the Part A-2 Convertible Debentures, will be validly issued, fully paid and non-assessable.
3. The Part B Conversion Shares have been duly authorized by the Board of Directors of the Company and, upon issuance thereof in accordance with the terms of the Part A-2 Convertible Debentures, will be validly issued, fully paid and non-assessable.
4. The Part A-2 Warrant Shares have been duly authorized for issuance by the Board of Directors of the Company and, when issued and paid for upon exercise of the Part A-2 Warrants in accordance with the terms of the Part A-2 Warrants, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware as in effect on the date hereof (all of the foregoing being referred to as the “Opined on Law”). We do not express any opinion with respect to any other laws, or the laws of any other jurisdiction (including, without limitation, any laws of any other jurisdiction which might be referenced by the choice-of-law rules of the Opined on Law), other than the Opined on Law or as to the effect of any such other laws on the opinions herein stated.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm contained therein under the heading “Legal Matters.” In giving this consent, we do not hereby admit we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Haynes and Boone, LLP | |
| Haynes and Boone, LLP |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/26/23 | 8-K, DEF 14A, S-1/A | ||
| 7/17/23 | ||||
| 5/24/23 | ||||
| 5/18/23 | 10-Q, 8-K | |||
| 5/17/23 | ||||
| 3/31/23 | 10-Q, 4, 8-K, NT 10-Q | |||
| 3/6/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Near Intelligence, Inc. POS AM 3/27/24 1:23K EdgarAgents LLC/FA 3/28/24 Near Intelligence, Inc. POS AM 3/27/24 1:23K EdgarAgents LLC/FA 3/28/24 Near Intelligence, Inc. POS AM 3/27/24 1:23K EdgarAgents LLC/FA |