SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL INDIA III LTD.

(Last)

(First)

(Middle)

EBENE ESPLANADE, 24 BANK STREET,

CYBERCITY

(Street)

EBENE

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Near Intelligence, Inc. [ NIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debentures	⁽¹⁾	03/31/2023		P		750,000		⁽²⁾	⁽²⁾	Common Stock	⁽¹⁾	⁽¹⁾	750,000	D
Warrants	⁽³⁾	03/31/2023		P		18,750		⁽³⁾	⁽³⁾	Common Stock	18,750	⁽¹⁾	18,750	D

Explanation of Responses:

1. On March 31, 2023, the Reporting Person acquired $750,000 in principal amount of convertible notes (the "Convertible Notes") and penny warrants for the purchase of 18,750 shares of Near Intelligence, Inc.'s (the "Issuer") common stock (the "Common Stock") from the Issuer for a purchase price of $750,000. The Convertible Notes can be converted to Common Stock at a conversion price, subject to customary adjustments, per share of Common Stock equal to the lower of $10.01 and 75% of the average of the daily volume weighted average prices during the 20 trading days immediately preceding the conversion date, provided that the conversion price cannot be lower than $2.06. The Convertible Notes accrue interest at an annual rate of 0.01%. Accrued interest may be added to the principal amount for purposes of determining the number of shares of Common Stock into which the Convertible Notes may be converted.

2. The Convertible Notes can be converted to Common Stock at the option of the holder at any time beginning on the 181st day following the issuance date and mature 90 days after the final maturity date of the term loans issued pursuant to that certain Financing Agreement, dated November 4, 2022, by and among Issuer certain of its subsidiaries party thereto as guarantors, the lenders party thereto, and Blue Torch Finance LLC.

3. The warrants have an exercise price of $0.01 and can be exercised at any time at the option of the holder. The warrants expire on March 31, 2027.

Remarks:

	By: /s/ Satyadeo Bissessur	04/04/2023
	** Signature of Reporting Person	Date
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).
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