Item 1.01. Entry into a Material Definitive Agreement.
On January 11, 2021, KludeIn I Acquisition Corp., a Delaware corporation (the
"Company"), consummated its initial public offering (the "IPO") of 17,250,000
units (the "Units"), including 2,250,000 units sold upon the exercise of the
underwriters' over-allotment option in full. Each Unit consists of one share of
Class A common stock of the Company, par value $0.0001 per share ("Class A
Common Stock"), and one-half of one redeemable warrant of the Company
("Warrant"), with each whole Warrant entitling the holder thereof to purchase
one share of Class A Common Stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of
$172,500,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251337) for the IPO, originally filed with
the U.S. Securities and Exchange Commission (the "Commission") on December 15,
2020 (as amended, the "Registration Statement"):
? An Underwriting Agreement, dated January 6, 2021, by and between the
Company and BTIG, LLC, a copy of which is attached as Exhibit 1.1
hereto and incorporated herein by reference.
? A Warrant Agreement, dated January 6, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent, a
copy of which is attached as Exhibit 4.1 hereto and incorporated herein
by reference.
? A Letter Agreement, dated January 6, 2021, by and among the Company,
its officers and directors and the Company's sponsor, KludeIn Prime LLC
(the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
? An Investment Management Trust Agreement, dated January 6, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
? A Registration Rights Agreement, dated January 6, 2021, by and among
the Company and certain security holders, a copy of which is attached
as Exhibit 10.3 hereto and incorporated herein by reference.
? A Private Placement Warrant Purchase Agreement, dated January 6, 2021
(the "Warrant Subscription Agreement"), by and between the Company and
the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Warrant Subscription
Agreement, the Company completed the private sale of 5,200,000 warrants (the
"Private Placement Warrants") to the Sponsor at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds to the Company of
$5,200,000. The Private Placement Warrants are identical to the Warrants
included in the Units sold as part of the Units in the IPO, except as otherwise
disclosed in the Registration Statement. No underwriting discounts or
commissions were paid with respect to such sale. The issuance of the Private
Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 6, 2021, in connection with the IPO, the Company filed its Amended
and Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware, effective the same day. The terms of the Amended and Restated
Certificate of Incorporation are set forth in the Registration Statement and are
incorporated herein by reference. A copy of the Amended and Restated Certificate
of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
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Item 8.01. Other Events.
A total of $172,500,000, comprised of $169,050,000 of the proceeds from the IPO
(which amount includes $6,037,050 of the underwriters' deferred discount) and
$3,450,000 of the proceeds of the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account, maintained by Continental Stock Transfer &
Trust Company, acting as trustee. Except with respect to interest earned on the
funds held in the trust account that may be released to the Company to pay its
taxes (less up to $100,000 interest to pay dissolution expenses), the funds held
in the trust account will not be released from the trust account until the
earliest of (i) the completion of the Company's initial business combination,
(ii) the redemption of any of the Company's public shares properly submitted in
connection with a stockholder vote to amend the Company's Amended and Restated
Certificate of Incorporation (A) to modify the substance or timing of the
Company's obligation to allow redemption in connection with its initial business
combination or to redeem 100% of its public shares if the Company does not
complete its initial business combination within 18 months from the closing of
the IPO or (B) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity, and (iii) the redemption of
all of the Company's public shares if it has not completed the initial business
combination within 18 months from the closing of the IPO, subject to applicable
law.
On January 6, 2021, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 11, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
1.1 Underwriting Agreement, dated January 6, 2021, by and between the
Company and BTIG, LLC.
3.1 Amended and Restated Certificate of Incorporation.
4.1 Warrant Agreement, dated January 6, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated January 6, 2021, by and among the Company,
its officers and directors and the Sponsor.
10.2 Investment Management Trust Agreement, dated January 6, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 6, 2021, by and among
the Company and certain security holders.
10.4 Private Placement Warrants Purchase Agreement, dated January 6, 2021,
by and between the Company and the Sponsor.
99.1 Press Release, dated January 6, 2021.
99.2 Press Release, dated January 11, 2021.
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