UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s)(1) | Name of each exchange on which registered | ||
| (1) | On December 19, 2023, our common stock and warrants were suspended from trading on the Nasdaq Global Market and the Nasdaq Capital Market, respectively. On December 19, 2023, our common stock and warrants began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “NIRLQ” and “NIRWQ”, respectively. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act
Item 4.01 Change in Registrants Certifying Accountant.
On December 20, 2023 (the “Resignation Date”), Near Intelligence, Inc. (the “Company”) received notice from UHY LLP (the “Former Auditor”) that it resigned as the Company’s independent registered public accounting firm effective as of the Resignation Date.
During the years ended December 31, 2022 and 2021 and the subsequent interim periods through the Resignation Date, there were no (i) disagreements between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference thereto in their reports on the Company’s financial statements for such periods or (ii) “reportable events,” as described in Item 3.04(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934.
The reports of the Former Auditor on the Company’s financial statements for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The Company provided a copy of this disclosure to the Former Auditor and has requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached as Exhibit 16.1 hereto.
Cautionary Statements Regarding Trading in the Company’s Securities.
The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of its bankruptcy cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the cases. The Company currently does not expect that holders of the Company’s common stock or other equity securities will receive any payment or other distribution on account of those securities in the cases given the expected sales proceeds (which is currently under the Asset Purchase Agreement consists of a credit bid) and the amount of the Debtors’ liabilities to more senior creditors. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |
| 16.1 | Letter of UHY LLP to the Securities and Exchange Commission dated December 27, 2023 | |
| 104 | The cover page from Near Intelligence, Inc.’s Current Report on Form 8-K is formatted in iXBRL. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEAR INTELLIGENCE, INC. |
| Date: December 27, 2023 | By: | /s/ John Faieta |
| John Faieta | ||
| Chief Financial Officer |
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