FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Krishnamoorthy Mary
2. Issuer Name and Ticker or Trading Symbol

Near Intelligence, Inc. [ NIR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

100 W WALNUT ST., SUITE A-4
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2023
(Street)

PASADENA, CA 91124
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/23/2023  M(1)  4237500 A (1)(2)4237500 I See Footnote (3)
Common Stock 3/23/2023  J(4)  237500 D (4)4000000 I See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (2)3/23/2023  M (2)  4237500 (1)(2)    (2) (2)Common Stock (2)4237500  (2)0 I See Footnote (3)
Warrants (right to buy) $11.50 3/23/2023  J (1)  5200000    4/22/2023 3/23/2028 Common Stock 5200000 $1.00 5200000 I See Footnote (5)

Explanation of Responses:
(1) Consists of securities acquired in connection with the transactions consummated on March 23, 2023, pursuant to that certain Agreement and Plan of Merger dated May 18, 2022 (as amended from time to time, the "Merger Agreement") by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near Holdings"), pursuant to which (i) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving as a wholly owned subsidiary of KludeIn (the "First Merger"), and (ii) immediately following the First Merger, Near Holdings merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the "Second Merger" and, together with the First Merger, the "Business Combination").
(2) The shares of Class B Common Stock, which had no expiration date, automatically converted into shares of Class A Common Stock of KludeIn at the time of the Business Combination on a one-for-one basis. At the effective time of the Business Combination, the shares of Class A Common Stock were redesignated as common stock, par value $0.0001 per share, of the issuer.
(3) The shares of common stock are held directly by KludeIn Prime LLC ("KludeIn Prime"). The reporting person's spouse is a managing member of KludeIn Prime, and as such, has shared voting and investment discretion with respect to the shares of common stock held by KludeIn Prime. The reporting person holds a direct or indirect interest in KludeIn Prime and may be deemed to have shared beneficial ownership of the shares of common stock held directly by KludeIn Prime. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the reporting person may have therein, directly or indirectly.
(4) Represents the forfeiture, for no consideration, by KludeIn Prime of 237,500 shares of Class B Common Stock of KludeIn upon consummation of the Business Combination.
(5) Represents a right to purchase an aggregate of 5,200,000 shares of the issuer's common stock underlying the warrant at an exercise price of $11.50 per share. The warrants are held directly by KludeIn Prime. The reporting person's spouse is a managing member of KludeIn Prime, and as such, has shared voting and investment discretion with respect to the warrants held by KludeIn Prime. The reporting person holds a direct or indirect interest in KludeIn Prime and may be deemed to have shared beneficial ownership of the warrants held directly by KludeIn Prime. The reporting person disclaims any beneficial ownership of the warrants other than to the extent of any pecuniary interest the reporting person may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Krishnamoorthy Mary
100 W WALNUT ST.
SUITE A-4
PASADENA, CA 91124
XX


Signatures
/s/ Mary Krishnamoorthy3/27/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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