Near SPAC Presentation Deck slide image

Near SPAC Presentation Deck

Risk Factors The following Risk Factors are being provided to certain sophisticated institutional investors for potential investment in Near and Kludeln to assist interested parties in the Transaction and the PIPE and for no other purpose. Investors should carefully consider the risks and uncertainties inherent in an investment in Near and in the securities offered in the PIPE, including, without limitation, those described below, before subscribing for the securities. If Near, Kludeln or, following the consummation of the Transaction, the combined company, cannot address any of the following risks and uncertainties effectively, or address any other risks and difficulties that may arise in the future, the combined company's business, financial condition or results of operations could be materially and adversely affected. Additional risks and uncertainties not presently known to Near or Kludeln or that Near or Kludeln currently deem immaterial may also impair the combined company's business operations and financial condition. The following list of factors is not exhaustive. Risks Related to the Transaction ● ● • The ability of the combined company to meet the initial listing standards of The Nasdaq Stock Market or other exchange or market upon which the combined company's securities are listed or traded upon consummation of the Transaction. The failure to complete the Transaction by Kludeln's business combination deadline and Kludeln's potential failure to obtain an extension of the business combination deadline if sought by Kludeln. ● ● ● ● Kludeln's and Near's inability to enter into a definitive agreement with respect to the proposed Transaction (the "Transaction Agreement") or to complete the proposed Transaction contemplated by the non-binding letter of intent executed by Kludeln and Near. Risks Related to Our Business and Industry Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive with us. Changes in laws, regulations, and public perception concerning data privacy, or changes in the patterns of enforcement of existing laws and regulations, could impact our ability to efficiently gather, process, update and/or provide some or all of the information we currently provide or the ability of our customers and users to use some or all of our products or services. ● The inability to recognize the anticipated benefits of the proposed Transaction, which may be affected by, among other things, the amount of cash available following any redemptions by Kludeln's stockholders. ● The failure to satisfy the conditions to the consummation of the Transaction, including, without limitation, the approval of the Transaction and the Transaction Agreement by the stockholders of Kludeln and the satisfaction of any minimum cash requirements of the Transaction Agreement following any redemptions by Kludeln's public stockholders. The inability to complete the PIPE transaction. The occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement. The ongoing COVID-19 pandemic or future pandemics, including the resulting global economic uncertainty and measures taken in response to such pandemic, could materially and adversely impact our business and future results of operations and financial condition. Adverse or weakened general economic and market conditions may reduce spending on sales and marketing technology and information, which could harm our revenue, results of operations and cash flows. Our customers or unauthorized parties could use our products and services in a manner that is contrary to our values or applicable law, which could harm our relationships with consumers, customers or employees or expose us to litigation or harm our reputation. www.near.com 46
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