SEC v. Anil Mathews; Rahul Agarwal; Kenneth M. Harlan; and MobileFuse LLC, No. 1:26-cv-00693, Southern District of New York (Jan. 27, 2026) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

   Plaintiff,

   v.

ANIL MATHEWS, RAHUL AGARWAL,
KENNETH M. HARLAN, and
MOBILEFUSE LLC,

   Defendants.

                               26 Civ. 693

COMPLAINT FOR INJUNCTIVE

AND OTHER RELIEF

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint

against Defendants Anil Mathews (“Mathews”), Rahul Agarwal (“Agarwal”), Kenneth M.

Harlan (“Harlan”), and MobileFuse LLC (“MobileFuse”) (collectively, “Defendants”), alleges as

follows:

SUMMARY

1. This action concerns a financial accounting and disclosure fraud committed by

Mathews, the former Chief Executive Officer of Near Intelligence, Inc. (“Near”), a global data

intelligence company, and Agarwal, Near’s former Chief Financial Officer, for improperly

inflating revenue from Near’s largest customer, MobileFuse, in violation of the antifraud and

other provisions of the federal securities laws.  Mathews’ and Agarwal’s violations were aided

and abetted by MobileFuse, and its Chief Executive Officer at the time, Harlan.

2. From at least May 2021 to September 2023, Defendants caused Near to engage in

a fraudulent round-trip accounting scheme with MobileFuse to overstate Near’s reported revenue

by on average 27.0% for fiscal years 2021 and 2022 and the first two quarters of 2023.

2

3. Over the life of the scheme, Near’s overstated revenue from MobileFuse

accounted for at least $37.3 million of Near’s total reported revenue of $138.3 million.

4. The scheme began before Near became a public reporting company, and the

fraudulent inflation of Near’s revenue was designed, at least in part, to make Near more

attractive as a candidate for a Special Purpose Acquisition Company (“SPAC”) to take Near

public.

5. The scheme relied, in part, on Near and MobileFuse invoicing one another and

grossly inflating, sometimes by as much as 98%, the invoiced amounts, and Near recognizing as

revenue the full amount of the cash it received according to the grossly inflated MobileFuse

invoice.

6. Along with the grossly inflated invoices, the Defendants fabricated documents or

made misstatements to conceal the scheme from Near’s independent auditors.

7. MobileFuse and Harlan provided substantial assistance to Mathews and Agarwal

in perpetrating the round-trip accounting scheme.

8. Along with corporate financial records and third-party bank records, all

confirming the round-trip payments, the Defendants’ own communications lay out the particulars

of the scheme, acknowledging that the purpose of the round-trip scheme was to falsely inflate

Near’s revenue, or to “juice” the revenue through “the turn around payment system” which

“allows [Near’s] revenue to be higher.”

9. During the round-trip scheme, Mathews and Agarwal intentionally made false

statements about Near’s revenue and growth during earnings calls and analyst presentations, and

were also responsible for false statements about Near’s revenue in registration statements and

quarterly and current reports filed with the Commission and available to prospective investors.

3

10. In addition to the round-trip scheme, Mathews also misappropriated over

$300,000 from Near to pay for the rental of a luxury single family residence for him and his

family and presented false invoices to Near claiming such amounts were for “professional

services.”

11. Mathews and Agarwal received significant compensation during the schemes

including salary and common stock and restricted stock units, and Mathews received a

performance-based discretionary bonus.

12. Had the round-trip scheme not been exposed, MobileFuse and Harlan stood to

benefit from the scheme through Near’s anticipated acquisition of MobileFuse.

13. By engaging in the round-trip scheme and making the false statements in support

of that scheme, and for Mathews the misappropriation scheme as well, Mathews and Agarwal (i)

violated the antifraud provisions of the federal securities laws, (ii) falsified Near’s books and

records, and (iii) made false and misleading statements to independent auditors.

14. By aiding and abetting Mathews’ and Agarwal’s violations of the antifraud

provisions of the federal securities laws in the round-trip scheme, MobileFuse and Harlan also

violated the antifraud provisions of the federal securities laws.

15. Ultimately, Near’s investors were harmed when Near filed for bankruptcy shortly

following Near’s announcement that its previous financial statements should not be relied upon

because certain revenue may have been overstated and that Mathews’ and Agarwal’s

employment had been terminated for cause based on the company’s allegations they engaged in

financial mismanagement and fraudulent actions.

4

VIOLATIONS

16. By virtue of the foregoing conduct and as alleged further herein: (a) Defendants

Mathews and Agarwal violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15

U.S.C. § 77q(a)] and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934

(“Exchange Act”) [15 U.S.C §§ 78j(b), 78m(b)(5)] and Rules 10b-5, 13b2-1, and 13b2-2 [17

C.F.R. §§ 240.10b-5, 240.13b2-1, and 240.13b2-1], thereunder; and (b) Defendants MobileFuse

and Harlan aided and abetted Mathews and Agarwal’s violations of Section 17(a) of the

Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C §

78m(b)(5)] and Rule 10b-5 thereunder.

17. Unless Defendants are restrained and enjoined, they will engage in the acts,

practices, transactions, and courses of business set forth in this Complaint or in acts, practices,

transactions, and courses of business of similar type and object, unless they are restrained and

enjoined.

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT

18. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the

Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Sections 21(d) and 21(e) of the Exchange

Act [15 U.S.C. §§ 78u(d), 78u(e)].

19. The Commission seeks a final judgment (a) permanently enjoining Mathews and

Agarwal from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange

Act and Rule 10b-5 thereunder, by committing or engaging in specified actions or activities

relevant to such violations, and permanently enjoining Mathews and Agarwal from violating

Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2, thereunder; (b) prohibiting

Mathews and Agarwal from serving as an officer or director of any company that has a class of

5

securities registered under Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to

file reports under Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)] pursuant to Section

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; (c) ordering Mathews to disgorge ill-

gotten gains he received as a result of the violations this Complaint alleges, and to pay

prejudgment interest pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act

[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (d) ordering Mathews and Agarwal to pay

civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section

21A of the Exchange Act [15 U.S.C. § 78u-l]; and (e) ordering any other further relief the Court

may deem just and proper.

20. The Commission seeks a final judgment (a) permanently enjoining MobileFuse

and Harlan from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange

Act and Rule 10b-5 thereunder, by committing or engaging in specified actions or activities

relevant to such violations; (b) ordering MobileFuse and Harlan to pay civil penalties pursuant to

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21A of the Exchange Act

[15 U.S.C. § 78u-l]; and (c) ordering any other further relief the Court may deem just and proper.

JURISDICTION AND VENUE

21. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d),

20(e), and 22(a) of the Securities Act [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)]

and Sections 21(d), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and

78aa].

22. Defendants have, directly or indirectly, made use of the means or

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities

6

exchange in connection with the transactions, acts, practices and courses of business alleged in

this complaint.

23. Venue in this District is proper pursuant to Section 22(a) of the Securities Act [15

U.S.C. § 77v(a)] and Sections 21(d) and 27 of the Exchange Act [15 U.S.C. § 78u(d) and 78aa].

Certain of the acts, practices, and courses of business constituting the violations of the federal

securities laws alleged herein occurred within the Southern District of New York.  Near common

stock traded on the Nasdaq stock exchange which is located in this district, MobileFuse is

headquartered in this district, and certain conduct described below took place in this district.

DEFENDANTS

24. Anil Mathews, age 51, resided in Laguna Niguel, California, at all relevant times.

Mathews was a founder of Near and served as its Chief Executive Officer beginning in 2012

until Near’s board terminated his employment for cause on or about November 10, 2023.

Mathews served as Near’s chairman of the board of directors from April 2023 to September

2023.  Mathews, and through an entity Mathews co-founded with Agarwal, Uniqequity Pte Ltd.,

held a 10% equity interest in MobileFuse.

25. Rahul Agarwal, age 41, now resides in Bengaluru, India.  Agarwal was Near’s

Vice President of Finance from February 2015 until 2016 when he became Near’s Chief

Financial Officer.  Near’s board terminated Agarwal’s employment for cause on or about

November 20, 2023.

26. MobileFuse LLC is a private Delaware limited liability company headquartered

in New York, New York.  It is a digital advertising company, founded in 2010.

27. Kenneth M. Harlan, age 52, resides in Princeton, New Jersey, and co-founded

MobileFuse, where, at all relevant times, he was a managing member and served as its Chief

7

Executive Officer.  Before founding MobileFuse, Harlan founded two companies in the

advertising technology business, one of which he sold to a publicly traded company.  Harlan

holds degrees in Masters of Business Administration and a Bachelor of Science in Accounting,

and was previously licensed as a Certified Public Accountant in New Jersey.

RELATED ENTITIES

28. Near Intelligence, Inc. was a Delaware corporation headquartered in Pasadena,

California, and provided marketing and operational intelligence on consumer behavior and

human movement.  Its common stock was registered with the Commission pursuant to Sections

12(b) or 12(g) of the Exchange Act after its merger with a SPAC was consummated on March

23, 2023.  Near’s common stock was traded on the Nasdaq stock exchange under the ticker

“NIR.”  Near filed Chapter 11 Bankruptcy on December 8, 2023 to liquidate its assets and its

Plan of Liquidation was approved on March 15, 2024.  Near filed a Form 15 on March 28, 2024

terminating its registration with the Commission.

29. KludeIn I Acquisition Corporation was a Delaware corporation headquartered

in Berkeley, California, and a SPAC.  KludeIn was incorporated on September 24, 2020 and its

common stock was registered with the Commission pursuant to Section 12(b) of the Exchange

Act.  Before ceasing to exist after merging with Near in March 2023, KludeIn’s common stock

and warrants were traded on the Nasdaq stock exchange beginning January 11, 2021 under

tickers “INKAU,” “INKA,” and “INKAW.”

FACTS

I. Mathews Founds Near

30. Mathews founded Near in 2012 to provide data gathering and business

intelligence services in Singapore and India.

8

31. Near grew through various acquisitions, eventually expanding to the United States

in April 2021 with its acquisition of UberMedia, a location data company.

32. Through its acquisitions and technology, Near amassed data on an estimated

1.6 billion unique user IDs and 70 million points of interest in more than 44 countries.  The

majority of Near’s customers and revenue came from the United States, purportedly accounting

for 66% of Near’s revenue for the year ended December 31, 2022.

33. After Near expanded to the United States it decided to go public via a SPAC.

II. Near’s SPAC Merger with KludeIn

34. Near’s round-trip revenue inflation scheme predated its SPAC merger with

KludeIn, and continued after the acquisition closed, artificially inflating Near’s revenue to make

it appear to be a more attractive acquisition candidate than it actually was.

35. KludeIn was formed as a SPAC, and on May 19, 2022, it announced in a Form 8-

K filed with the Commission that it had entered into a merger agreement with Near and

estimated Near’s valuation to be nearly $1 billion.

36. The Form 8-K that KludeIn filed with the Commission included as exhibits the

merger agreement and other transaction documents that Mathews signed on behalf of Near as

well as an investor presentation prepared by Near and KludeIn that made statements about

Near’s business and financial performance, emphasizing Near’s revenue.

37. On March 23, 2023, KludeIn’s shareholders voted in favor of the merger, with the

combined company, now named Near, which commenced trading publicly on Nasdaq on March

24, 2023.

9

38. In connection with Near’s going public merger transaction with KludeIn,

Mathews and Agarwal both benefited by receiving Near common stock and restricted stock

units.

39. On March 27, 2023, Mathews filed a Form 4 with the Commission disclosing his

and KludeIn’s holdings of Near common and restricted stock on behalf of himself and his related

entity following KludeIn’s acquisition of Near.  Mathews controlled KludeIn as a result of the

merger.

40. On March 27, 2023, Agarwal filed a Form 4 with the Commission disclosing his

holdings of Near stock following KludeIn’s acquisition of Near.

41. Shortly after Near went public, on or about April 14, 2023, Mathews earned a

performance-based discretionary quarterly bonus of $41,331.

42. Upon information and belief, Mathews’ performance-based discretionary bonus

was granted based on Mathews’ role in increasing Near’s revenues and the consummation of the

business plan to take Near public.

III. Defendants Develop the Mechanics of the Round-Trip Revenue Scheme

43. In 2019, and continuing into 2020, Mathews, Agarwal, and Harlan began

discussing the possibility of Near and MobileFuse entering into a business relationship, and

developed the framework for the round-trip revenue scheme.

44. Upon information and belief, the round-trip revenue scheme was developed at the

same time as Mathews, Agarwal, and Harlan discussed a potential acquisition of MobileFuse by

Near, because it would be advantageous for Near to show a higher revenue so Near could be

acquired and then acquire MobileFuse.

10

45. In the round-trip revenue scheme, Near would fraudulently inflate its revenue by

conveying money to MobileFuse so that MobileFuse could then return those funds to Near, and

the amount MobileFuse would pay Near would far exceed the small amount of money that

MobileFuse actually owed Near for access to Near’s data platform.

46. In December of 2020, Mathews, Agarwal, and Harlan exchanged several emails

that outlined how the potential round-trip revenue scheme would work.

47. For example, on December 14, 2020, Harlan emailed Agarwal, and copied

Mathews, explaining how MobileFuse would only pay for the services MobileFuse used of the

grossly inflated amount shown on the invoice, and Near would transmit the remainder of the

amount to MobileFuse which would then return that amount to Near: “Whatever portion of

$yyy,yyy is MFX [expenses MobileFuse owes Near for actual data], [MobileFuse] pays Near

this amount.  Near then pays [MobileFuse] 90% of $yyy,yyy.  Whatever portion of $yyy,yyy is

nonMFX, [MobileFuse] pays Near this amount[.]”

48. On May 21, 2021, Harlan emailed Agarwal and requested that Near transmit

funds to MobileFuse first in the round-trip process and then MobileFuse would return the funds

plus whatever small amount MobileFuse actually owed for access to Near’s data.

IV. Mechanics of the Near and MobileFuse Round-Trip Revenue Scheme

49. In 2021, Near and MobileFuse began to actually engage in the round-trip revenue

scheme, by first entering into mutual contracts, one providing MobileFuse access to Near’s data

platform, and the other providing Near access to MobileFuse’s data platform.

50. The companies exchanged minimal actual services under these mutual contracts.

51. However, on top of the payments for these minimal actual services, Mathews,

Agarwal, and Harlan overlaid the round-trip revenue scheme between Near and MobileFuse by

11

grossly inflating the payments made between the companies, and creating invoices, also grossly

inflated, as support.

52. In practice the round-trip scheme worked as follows: MobileFuse would send

Near an inflated invoice; Near would then wire funds to MobileFuse; in return, MobileFuse

would transmit funds back to Near.

53. After receiving payments from MobileFuse, Near booked the entirety of the

payments received from MobileFuse as revenue, despite the fact that the majority of the source

of those funds actually originated from Near.

54. In advance of the first round-trip payments in May 2021, Mathews, Agarwal and

Harlan confirmed the particulars of how the scheme would work.

55. On May 20, 2021, Agarwal emailed Harlan with a blind copy to Mathews,

explaining again the mechanics of the round-trip payments and stating that: “See attached the

first monthly invoice per our discussion.  You will be receiving one such invoice every month

from us.  I will be sharing with you the calculation for a counter invoice on a month basis post

which you can raise the invoice on Near . . .”

56. On May 20, 2021, Harlan replied to Agarwal that the process whereby Near

invoices MobileFuse and MobileFuse invoices Near for a slightly smaller amount to account for

the actual data used, would “allow your [Near’s] revenue to be higher.”

57. The first round-trip payment actually occurred on or about May 25, 2021 with

Near and MobileFuse transmitting cash to each other on or around the same day.

58. On May 25, 2021, Agarwal sent Harlan an email with a copy to Mathews entitled

“Invoicing and Cost Calculations” attaching a spreadsheet entitled “MF – Near Reco.”  The

12

spreadsheet indicated that Near would invoice MobileFuse $1,250,000 and MobileFuse would

invoice Near $1,185,569.

59. On May 25, 2021, Agarwal emailed Harlan, agreeing that Near would process

MobileFuse’s invoice and payment that same day so that MobileFuse could initiate the wire

immediately thereafter.

60. The MobileFuse invoice Harlan then emailed to Agarwal on or about May 26,

2021 was MobileFuse’s counter invoice which was dated April 30, 2021 for $1,185,659.

61. As planned, following receipt of MobileFuse’s invoice, Agarwal caused a wire

transfer to be sent to MobileFuse for the invoiced amount.

62. After Near’s wire cleared, Harlan directed an employee in MobileFuse’s finance

department (“MobileFuse Finance Employee”) to initiate MobileFuse’s wire transfer to Near for

the amount on Near’s invoice to MobileFuse (i.e., $1,250,000), and MobileFuse’s co-majority

owner authorized and approved MobileFuse’s wire transfer, thereby completing the round-trip

payment.

63. On May 27, 2021, Harlan, the MobileFuse Finance Employee, and MobileFuse’s

co-majority owner exchanged emails, acknowledging the Near and MobileFuse round trip

payment, which Harlan described as Near “grossing up their revenue.  … And they pay us first

so no risk in funds.”

64. Consistent with invoice calculations described in prior emails between Agarwal

and Harlan, MobileFuse’s “counter invoice” dated April 30, 2021 of $1,185,569 was netted

against Near’s April 30, 2021 invoice of $1.25 million, the difference reflecting the actual costs

MobileFuse incurred and the actual payment due from MobileFuse to Near in the amount of

13

$64,431.  This $64,431 is the actual amount due for the data access that MobileFuse purchased

from Near, substantially less than the $1.25 million that Near listed on its invoice to MobileFuse.

65. Mathews specifically authorized and approved at least two of the round-trip

payments and associated phony invoices.

66. For example, on or about May 27, 2021, Mathews sent an email to an employee in

Near’s finance department with the instruction “we can go ahead with the invoice” referring to

MobileFuse’s April 2021 invoice to Near, which Agarwal received from the MobileFuse Finance

Employee by email May 26, 2021.

67. On or about June 29, 2021, Mathews sent an email to an employee in Near’s

finance department with the instruction to pay MobileFuse’s May 2021 invoice to Near.

68. Mathews also approved at least one wire to MobileFuse.

69. For example, on July 25, 2021, Agarwal emailed an employee in Near’s finance

department MobileFuse’s May 2021 invoice to Near, which the Near employee forwarded to

Mathews on the same day along with his request “Please approve the attached payment to

MobileFuse.”  On July 26, 2021, Mathews replied to the Near employee “let’s go ahead with

this.  I’ve spoken with Rahul [Agarwal].”

V. Defendants’ Contemporaneous Communications Confirm The Round-Trip Scheme

and the Substantial Assistance Provided by Harlan and MobileFuse

70. In private communications Defendants regularly described their participation in,

and knowledge of, the round-trip scheme between Near and MobileFuse.

The Turn Around Payment Transactions

71. Specifically, the round-trip scheme was repeatedly described as being for

turnaround payments.  For example, on June 23, 2021, the MobileFuse Finance Employee

14

emailed Agarwal, stating: “May 2021 Invoice is attached.  Can you schedule payment for

Tuesday next week?  I’ll turn around and pay the 1.25M on Wed (30th).”  (Emphasis added).

72. Then again on July 24, 2021, the MobileFuse Finance Employee emailed

Agarwal, stating: “Can you schedule our wire to hit Tuesday or Wed (at the latest)?  I’ll turn it

around a day later.” (Emphasis added).

73. On July 26, 2021, Agarwal emailed his reply to the MobileFuse Finance

Employee agreeing to the wire confirmation and stating: “Please see attached wire confirmation

from Near’s end.  The amount was debited earlier today and should be en-route to reach you

Monday or Tuesday.  Will be great if you can remit the Near payment ASAP.”

74. On July 26, 2021, the MobileFuse Finance Employee emailed his reply to

Agarwal, stating: “I see it pending.  I should be able to turn your wire around by Wed.”

(Emphasis added).

75. On July 27, 2021, the MobileFuse Finance Employee emailed Agarwal, stating:

“We’re getting funded today.  I’ll do my absolute best to get this turned around by EOD.”

(Emphasis added).

76. On August 23, 2021, Agarwal and the MobileFuse Finance Employee exchanged

emails regarding a new invoice, stating:

MobileFuse Finance Employee: “Can you process our wire by Wed?

I can turn it around by Thurs/Friday at the latest.”

 Agarwal: “Can you send me the invoice?”

 MobileFuse Finance Employee: “Invoice attached.  You had 1.5M on

the total, I revised down to 1.25M minus the fees.”  (Emphasis added).

15

77. On September 1, 2021, Agarwal and the MobileFuse Finance Employee

exchanged emails, which stated:

MobileFuse Finance Employee: “I wanted to follow up from our emails from last

week.  Can you confirm the amount is still 1.25M?  When will payment be sent so

I can turn around your payment.[sic]” (Emphasis added).

Agarwal: “It has to be $1.5M.  Anil and I will speak with Ken [Harlan] and then

update  you.  Payment will be done early next week.”

78. Other communications by Defendants further demonstrate Defendants’ intent for

the round-trip revenue scheme to falsely inflate Near’s revenue.

79. On February 23, 2022, Harlan and MobileFuse’s co-majority owner exchanged

text messages, discussing the Near plan to go public via a SPAC, and emphasizing that Near

needed MobileFuse to “juice their revenue and they know us best.”

80. On March 28, 2023, Harlan and MobileFuse’s co-majority owner exchanged text

messages, wherein Harlan discussed how MobileFuse had more revenue than Near and that

MobileFuse’s revenue was actually “real.”

Harlan Limits Knowledge of the Round-Trip Payments Within MobileFuse

81. Additionally, to further hide the round-trip revenue scheme, Harlan took steps to

conceal the round-trip transactions from others within MobileFuse.

82. For example, Harlan delegated tasks related to the round-trip transactions with

Near to the MobileFuse Finance Employee, making that individual solely responsible for

regularly communicating with Agarwal about the timing of payments and preparing wire transfer

instructions for approval by MobileFuse’s co-majority owner.

16

83. Harlan’s, Mathews’, and Agarwal’s knowledge of the round-trip scheme was

further demonstrated after Near mistakenly sent a fake invoice to a MobileFuse employee who

was not knowledgeable about the scheme and Harlan emphasized that the employee should never

have seen the invoice.

84. On or about April 1, 2023, a Near employee sent by email a fake Near invoice in

the amount of $1.5 million for a “platform usage fee” to the MobileFuse Finance Employee and

to a MobileFuse employee who was not involved in the scheme.

85. On April 1, 2023, Harlan sent Mathews and Agarwal an email, stating: “Guys,

I’m really annoyed by this email for so many reasons. . . Why would this be sent to anyone but

[MobileFuse Finance Employee] or myself? . . . Sorry to do this but I’m giving you notice that if

this isn’t resolved in the next few days, I’ll just terminate.  This [sic] so unprofessional and not

executed well.  Now I have to explain to a random employee on why we are spending so much

with Near.”

86. On April 1, 2023, Harlan sent Mathews a text message, stating: “We are heading

towards a termination.  Your team is so clueless and it is now impacting my team.  Sorry about

the email and text, but this is really the last straw.”

87. On April 2, 2023, Mathews sent Harlan a text about the fake invoice, stating:

“Hi Ken, please ignore that email as it’s a system generate [sic] message.  Not someone sending

manually.  I agree this shouldn’t have come in the first place, and am fixing that.  Rahul

[Agarwal] will deal directly with [MobileFuse Finance Employee] as always.”

88. On April 5, 2023, Agarwal sent an email to Near’s director of finance, stating:

“Let us make sure no one from Near other than Anil and I contact MF [MobileFuse].”

17

89. Just days after Harlan, Mathews, and Agarwal agreed to keep knowledge of the

round-trip scheme closely held, Harlan and Mathews continued to discuss the possibility of Near

acquiring MobileFuse.

90. During the round-trip scheme, Harlan was a corporate officer acting as an agent

for MobileFuse within the scope of his employment.  Therefore, his intent can be imputed to

MobileFuse.

VI. Defendants Falsify Invoices to Hide the Round-Trip Scheme

91. In several instances, Agarwal fabricated invoices that were never sent to

MobileFuse, but rather were simply maintained on Near’s books and records, as another means

of obscuring the round-trip payments between the two companies.

92. Mathews and Agarwal also falsified at least five invoices to make it look like

other vendors were billing Near to mask Near’s payments to MobileFuse.

93. For example, Agarwal manipulated an invoice from a Near vendor in Singapore

by changing a $100,200 invoice dated January 31, 2023 into a $1,000,200 invoice.

94. The metadata of the original invoice bears the name of Near’s vendor, but the

metadata on the manipulated invoice has Agarwal’s name on it as the author.

95. Agarwal paid the real invoice for $100,200 on a credit card held in his name,

which Near subsequently paid.

96. Ultimately the false invoice for $1,000,200 was used to explain to Near’s auditors

at least one transfer that Near made to MobileFuse through an account Near held at a Singapore-

based third-party foreign currency exchange, and over which Agarwal held signatory authority.

97. In other instances, Near paid the amounts of the invoice, not to the vendor whose

name appeared on the invoice, but to MobileFuse via the third-party foreign currency exchange.

18

98. For five payments in 2023 totaling $9.65 million, Agarwal transferred cash from

Near’s bank accounts to the foreign currency exchange and then directed payments from that

exchange to MobileFuse.

99. Utilizing this method of falsifying invoices allowed Mathews and Agarwal to hide

the true payee – MobileFuse – in Near’s bank accounts and books and records.

VII. Scope and Duration of the Near and MobileFuse Round-Trip Revenue Scheme

100. This pattern of Near transferring cash to MobileFuse and MobileFuse transferring

cash back to Near was repeated multiple times from May 2021 to September 2023.  Such cash

transactions took place both before KludeIn announced its intention to merge with Near and after

consummation of the SPAC merger.

101. Over the course of the scheme, Near recognized the inflated amount it invoiced

MobileFuse as revenue.

102. Through the May 2021 through September 2023 period, the round-trip payments

between Near and MobileFuse include:

Date(s) Near Payment(s) to
MobileFuse

MobileFuse
Payment(s) to

Near
May 27–28, 2021 $1,185,569 $1,250,000
June 30, 2021 $1,155,880 $1,250,000
July 26–27, 2021 $1,167,917 $1,250,000
October 20–22, 2021 $2,765,694 $3,000,000
January 26–27, 2022 $1,408,046 $1,500,000
September 28–29, 2022 $2,845,136

($1.595M + $1.25M)
$3,000,000

($1.5M + $1.5M)
February 6–7, 2023 $4,295,024 $4,500,000
February 28, 2023 $1,404,533 $1,500,000
May 11, 2023 $1,369,349

($1.25M + $119,349)
$1,500,000

June 15, 2023 $1,390,481
($1.25M + $140,481)

$1,500,000

June 28, 2023 $2,736,195
($2.5M + $236,195)

$3,000,000

109. On May 19, 2022 on an investor conference call, Mathews made misstatements

regarding Near’s revenue for fiscal year 2021 and Near’s growth rate, including that “we had

more than $50 million in ARR [annual recurring revenue].  We’ve been growing 60% year over

year.”  This statement was materially false and misleading because it was based upon the

fraudulently inflated revenue from the MobileFuse round-trip transactions.

110. On March 16, 2023 at an analyst day presentation, Agarwal made a misstatement

regarding Near’s revenue for fiscal year 2022, stating that Near’s “[e]xpected revenue was $60

million” which was materially false and misleading because it was based upon the fraudulently

inflated revenue from the MobileFuse round-trip transactions.

111.   On March 28, 2023 Near filed a Form 8-K with the Commission attaching an

earnings release, signed by Agarwal, and Mathews also had authority over the statements

regarding revenue made in the filings.  In the earnings release Mathews and Agarwal made

misstatements regarding Near’s revenue for the fourth quarter of fiscal year 2022 and about

fiscal year 2022’s revenue; specifically with a headline to the release stating “[f]ull year revenue

of $59.7 million, up 32% year-over-year[.]”  This statement was materially false and misleading

because it was based upon the fraudulently inflated revenue from the MobileFuse round-trip

transactions.

112. Contemporaneous with the filing of the March 28, 2023 Form 8-K, on a Near

earnings call on March 28, 2023 Mathews falsely represented “Fourth quarter revenue was $15.3

million.  Revenue for the Fiscal Year 2022 was $59.7 million.”  On the same call Agarwal

falsely represented “For the fourth quarter of 2022, GAAP revenue was $15.3 million, up 5%

year-over-year.  For the full year, revenue was $59.7 million, marking the 32% growth from the

22

year-ago period.”  These statements were materially false and misleading because they were

based upon the fraudulently inflated revenue from the MobileFuse round-trip transactions.

113. As outlined in detail below, after going public, between April 12, 2023 and July

26, 2023, Near filed numerous registration statements and amendments thereto for various

offerings of stock and warrants (collectively, the “Near Registration Statements”), each of which

was signed by Mathews, containing materially false and misleading statements about Near’s

revenues, revenue growth, and business relationship with MobileFuse.

114. Near also made materially false and misleading statements about its revenues in

its current reports contained in Forms 8-K and quarterly reports in its Forms 10-Q filed with the

Commission.

115. On April 12, 2023, May 10, 2023, and again on May 10, 2023 Near filed three

separate S-1 Registration Statements with the Commission, which were signed by Mathews, and

Agarwal also had authority over the statements regarding Near’s revenue made in the filings.  All

of the statements regarding Near’s revenue in 2021 and 2022 were materially false and

misleading because they were based upon the fraudulently inflated revenue from the MobileFuse

round-trip transactions.  These statements included at least the following misstatements in each

of the S-1 Registration Statements regarding revenue from MobileFuse and the overall increase

in revenue in fiscal years 2021 and 2022:

a.  “Our largest customer, MobileFuse, LLC, is a channel partner that represented

approximately 30% of our annual revenue for each of the years ended December

31, 2022 and 2021”’

23

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of

the years ended December 31, 2022 and 2021”

c. “One of our customers, MobileFuse, LLC, accounted for approximately 30.0% of

our revenues for each of the years ended December 31, 2022 and 2021.”

d. “As of December 31, 2022, we had revenue generating customers across the globe

and we feel that Near Platform can help businesses in all stages of maturity and

across all industries to help produce better results. Our revenue for the year ended

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year

ended December 31, 2021.”

e. “Revenue increased by $14.4 million for the year ended December 31, 2022

compared to the year ended December 31, 2021, primarily due to organic growth

of new customers and expansion of revenue with existing customers.”

f. The Registration Statements all also included a table indicating revenue for 2022

was $59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of

$14,425,096 in revenue over that time period.

116. On May 15, 2023, Near filed a Form 8-K with the Commission, which was signed

by Agarwal, and over which Mathews had authority over statements concerning Near’s revenue,

and issued a press release announcing financial results for the first quarter of 2023 with the

headline “Q1 2023 revenue of $15.5 million, up 10% year-over-year. . .”  This statement was

materially false and misleading because it was based upon the fraudulently inflated revenue from

the MobileFuse round-trip transactions.

24

117. On May 19, 2023, Near filed a 10-Q quarterly report with the Commission, which

was signed by Mathews and Agarwal and over which they both had control over statements

regarding revenue made in the filing.  The 10-Q contained numerous misstatements regarding

Near’s revenue which were materially false and misleading because they were based upon the

fraudulently inflated revenue from the MobileFuse round-trip transactions, including at least the

following:

a. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5%

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022,

respectively.”

b. “Our largest customer, MobileFuse, LLC, is a channel partner that represented

approximately 28.5% and 31.1% of our revenue for the three months ended

March 31, 2023 and 2022, respectively.”

c. The 10-Q also included a table with revenue for the three months ending March

21, in 2022 and 2023 with alleged revenue of $14,058,602 and $15,507,718

respectively.

118. On May 31, 2023, Near filed an S-1 Registration Statement with the Commission,

which was signed by Mathews, and Agarwal also had authority over the statements regarding

revenue made in the filing.  All of the statements regarding Near’s revenue were materially false

and misleading because they were based upon the fraudulently inflated revenue from the

MobileFuse round-trip transactions.  These statements included at least the following

misstatements regarding revenue from MobileFuse and the overall increase in revenue in fiscal

years 2021, 2022, and 2023:

25

a. “Our largest customer, MobileFuse, LLC, is a channel partner that represented

approximately 28.5% and 31.1% of our revenue for the three months ended

March 31, 2023 and 2022, respectively.”

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of

the years ended December 31, 2022 and 2021 (as amended, the “Channel Partner

Agreement”).”

c. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5%

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022,

respectively.”

d. “As of March 31, 2023, we had revenue generating customers across the globe

and we feel that the Near Platform can help businesses in all stages of maturity

and across all industries to help produce better results. Our revenue for the three

months ended March 31, 2023 was $15.5 million, an increase of $1.4 million

from the three months ended March 31, 2022, and our revenue for the year ended

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year

ended December 31, 2021.”

e. “Revenue increased by $14.4 million for the year ended December 31, 2022

compared to the year ended December 31, 2021, primarily due to organic growth

of new customers and expansion of revenue with existing customers.”

f. The Registration Statement also included a table indicating revenue for 2022 was

$59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of

$14,425,096 in revenue over that time period.

26

119. Near then filed six S-1 Registration Statement Amendments on June 9, 2023

(Amend. No. 1 No. 333-271229), July 6, 2023 (Amend. No. 1, No. 333-27195), July 7, 2023

(Amend. No. 1 No. 333-272300), July 26, 2023 (Amend No. 2 No. 333-271229), July 26, 2023

(Amend. No. 2 No. 333-272300), July 26, 2023 (Amend No. 2 No. 333-271795)  with the

Commission, which were all signed by Mathews, and Agarwal also had authority over the

statements regarding revenue made in the filings.  All of the statements in these filings regarding

Near’s revenue were materially false and misleading because they were based upon the

fraudulently inflated revenue from the MobileFuse round-trip transactions.  These statements

included at least the following misstatements regarding revenue from MobileFuse and the overall

increase in revenue in fiscal years 2021, 2022, and 2023:

a. “Our largest customer, MobileFuse, LLC, is a channel partner that represented

approximately 28.5% and 31.1% of our revenue for the three months ended

March 31, 2023 and 2022, respectively.”

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of

the years ended December 31, 2022 and 2021 (as amended, the “Channel Partner

Agreement”).”

c. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5%

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022,

respectively.”

d. “As of March 31, 2023, we had revenue generating customers across the globe

and we feel that the Near Platform can help businesses in all stages of maturity

and across all industries to help produce better results. Our revenue for the three

27

months ended March 31, 2023 was $15.5 million, an increase of $1.4 million

from the three months ended March 31, 2022, and our revenue for the year ended

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year

ended December 31, 2021.”

e. “Revenue increased by $14.4 million for the year ended December 31, 2022

compared to the year ended December 31, 2021, primarily due to organic growth

of new customers and expansion of revenue with existing customers.”

f. The Registration Statement also included a table indicating revenue for 2022 was

$59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of

$14,425,096 in revenue over that time period.

120. On August 14, 2023, Near filed a Form 8-K with the Commission, which was

signed by Agarwal, and over which Mathews had authority over the statements concerning

revenue, and issued a press release announcing financial results for the second quarter of 2023

with the headline “Q2 2023 revenue of $17.7 million, up 19% year-over-year. . .”  This statement

was materially false and misleading because it was based upon the fraudulently inflated revenue

from the MobileFuse round-trip transactions.

121. Contemporaneous with the filing of the August 14, 2023 Form 8-K, on a Near

earnings call on August 15, 2023 Mathews falsely represented “Second-quarter revenue was

$17.7 million, the midpoint of our guidance range.”  On the same call Agarwal falsely

represented “For the second quarter of 2023, GAAP revenue was $17.7 million, at the midpoint

of our guidance, and up 19% year over year.”  These statements were materially false and

misleading because they were based upon the fraudulently inflated revenue from the MobileFuse

round-trip transactions.

28

122. The representations in Near’s filings as well as Mathews’ and Agarwal’s public

statements were all materially false and misleading because they included improperly recognized

revenue from the round-trip scheme.  Near’s total company revenue as reported in its

Commission filings for fiscal years 2021 and 2022, and the first and second quarters of 2023,

were overstated by at least 24.3% in each reporting period.

123. In additional false representations, Mathews and Agarwal also falsely certified the

accuracy of Near’s financial results filed with the Commission.

124. For example, the May 19, 2023 and August 14, 2023 quarterly financial reports

Near filed with the Commission were signed by both Mathews and Agarwal.

125. In both filings Mathews and Agarwal certified that they reviewed the quarterly

reports on Near’s Form 10-Q and, based on their knowledge, that the “report did not contain any

untrue statement of material fact or omit to state a material fact necessary to make the statements

made, in light of the circumstances under which such statements were made, not misleading with

respect to the period covered by this report.”

126. Despite signing the certification as to the fact that the quarterly financial reports

did not contain untrue statements, Mathews’ and Agarwal’s statements in the May 19, 2023 and

August 14, 2023 quarterly financial reports Near filed with the Commission were actually

materially false and misleading because they did not acknowledge the actual financial reality of

the inflated revenue from the MobileFuse round-trip payments.

127. Mathews and Agarwal both had ultimate authority over Near’s statements about

its revenues and revenue growth in its SEC filings and are thus the makers of the statements.

29

128. The workpapers of Near’s independent auditors identified Mathews and Agarwal

as responsible for preparing Near’s financial statements, and Mathews and Agarwal are thus the

makers of the statements in Near’s financial statements regarding Near’s revenue and growth.

IX. Mathews and Agarwal’s False and Misleading Statements and the Fraudulent

Round-Trip Scheme Were in Connection with the Offer or Sale of Securities

129. The round-trip accounting scheme and Mathews’ and Agarwal’s false and

misleading statements were in connection with the offer or sale of securities.

130. In 2023 upon completion of the merger with KludeIn, Near conducted its own

stock and warrant offerings and the misconduct was made in connection with the purchase and

sale of Near securities, as well as in the offer and sale of such securities, including in offering

documents provided to investors in the course of offering-related discussions.

X. Mathews and Agarwal Both Made Misrepresentations to Near’s Independent

Auditors Regarding Near’s Revenues

131. Near engaged an independent auditor to audit Near’s financial statements for

Near’s 2020, 2021, and 2022 fiscal year audits and quarterly reviews for Q1 and Q2 of 2023.

132. Near engaged this independent auditor for the purpose of having audited financial

statements in advance of the process of going public.

133. Mathews and Agarwal also each signed management representation letters dated

May 10, 2022 and March 6, 2023 that were provided to Near’s independent auditors as part of its

audit of Near’s annual financial statements as of December 31, 2021 and 2020, and December

31, 2022 and 2021, respectively.

134. These Near annual financial statements were included in KludeIn’s and Near’s

registration statements.

30

135. Mathews and Agarwal signed the management representation letters in relation to

the auditors’ review of Near’s financial statements, for the first two quarters of 2023.

136. In each instance, Mathews and Agarwal falsely represented, among other things,

that Near’s financial statements were fairly presented in conformity with GAAP; they had made

available all financial records and related data; there were no implicit provisions or unstated

customary business practices or other arrangements that affected the amount or timing of

revenue reported, and they had not received any communications, nor did they have knowledge

of, any fraud, allegations of fraud, or suspected fraud that could have a material effect on the

financial statements.

137. In addition to requesting signed management representation letters, Near’s

auditors made detailed inquiries with Mathews and Agarwal regarding their awareness of any

allegations of fraudulent activity or any actual instances of fraud at Near; both Mathews and

Agarwal responded “No” in response to the auditors’ inquiries.

138. Mathews and Agarwal’s representations to the auditors were false as they did not

disclose the overstatement of Near’s revenues, the round-trip payments with MobileFuse, or that

Mathews presented false invoices for “professional services” in an apparent effort to cover

Near’s payments for Mathews’ rental of a single family residence in Laguna Beach, California,

as alleged more fully below.

XI. MobileFuse and Harlan Provide Two False Audit Confirmation Letters to Near’s

Auditors in Connection with the Scheme to Defraud

139. In connection with Near’s audit, Harlan signed a false audit confirmation letter

himself, and also directed the MobileFuse Finance Employee to sign a false audit confirmation

letter.  Both of these letters were provided to Near’s auditors.

31

The First False Audit Confirmation Letter

140. Specifically, on April 15, 2022, Agarwal emailed Mathews that Near’s

independent auditor would send an audit confirmation letter to MobileFuse and Agarwal wrote:

“We need Ken [Harlan] to sign off in this positively.  Will be great if you let him know.”

141. On April 18, 2022, Mathews emailed Harlan about the audit confirmation letter

and stated: “Could you please take care of this.”

142. On April 18, 2022, Harlan forwarded the audit confirmation letter to the

MobileFuse Finance Employee.

143. On April 18, 2022, the MobileFuse Finance Employee signed, at Harlan’s

direction, an audit confirmation letter that was provided to Near’s independent auditor in

connection with the auditors’ audit of Near’s financial statements for the year ending December

31, 2021.

144. MobileFuse’s audit confirmation letter, signed by the MobileFuse Finance

Employee, attested to the legitimacy of four purported MobileFuse invoices to Near, issued

between September 30, 2021 and December 31, 2021, for $1.5 million each.  However, these

invoices were not legitimate, and were part of the round-trip scheme.

145. MobileFuse’s April 18, 2022 audit confirmation letter, signed by the MobileFuse

Finance Employee at Harlan’s direction, contained false and misleading information that was

provided to Near’s independent auditor.

The Second False Audit Confirmation Letter

146. On February 8, 2023, Near’s independent auditor then sent Harlan an audit

confirmation letter listing several Near invoices and again asked Harlan to confirm that

MobileFuse owed those sums to Near.

32

147. On February 22, 2023, Agarwal emailed Harlan, copying Mathews and the

MobileFuse Finance Employee, requesting Harlan’s execution of the audit confirmation letter.

Agarwal wrote: “Please confirm once the audit confirmation has been signed and shared.  We are

required to complete by Friday to sense there is no default as we are going public and as such

will appreciate if this is done at the earliest.”

148. Harlan was aware in early February 2023 that Near was poised to become a

publicly traded company in March 2023.

149. On February 21, 2023, Harlan and the MobileFuse Finance Employee exchanged

text messages, which stated:

Harlan:  “Did you know Anil invited me to their [N]asdaq celebration party.”

MobileFuse Finance Employee:  “Ha no.”

Harlan: “They are going public third week of March.  I’ve already indicated  that

once he goes public, I have some ideas.  He will want to buy the whole thing.  But

that’s not happening.”

MobileFuse Finance Employee: “No way on MFX [MobileFuse] with the explosion

�� that will happen.”

150. On February 21, 2023, the same day that Harlan told a subordinate that he was

invited to the party celebrating Near’s listing on the Nasdaq market, he signed on behalf of

MobileFuse a false audit confirmation letter for Near’s independent auditors attesting to a series

of fake invoices for $1.5 million each from 2022.

151. MobileFuse’s audit confirmation letter, signed by Harlan, attested to the

legitimacy of nine purported MobileFuse invoices to Near, issued between April 20, 2022 and

33

December 31, 2022, for $1.5 million each.  However, these invoices were not legitimate, and

were part of the round-trip scheme.

XII. The Defendants’ Financial Interests in the Round-Trip Scheme

152. The Defendants engaged in the round-trip revenue scheme to further their own

financial interests.

153. In their early discussions about various business transactions between Near and

MobileFuse, Mathews and Agarwal discussed with Harlan and MobileFuse’s co-majority owner

the potential for Near to acquire MobileFuse, which would provide a personal benefit to Harlan

and MobileFuse’s co-majority owner as the majority owners of MobileFuse.

154. During the time Mathews and Agarwal engaged in the round-trip scheme with

MobileFuse, they each received significant compensation from Near.

155. Near’s Form S-1 filed on April 12, 2023 identified Mathews’ and Agarwal’s total

compensation as $17,194,800 and $8,739,257, respectively.

156. Mathews and Agarwal received Near common stock and restricted stock units

upon completion of Near’s merger with KludeIn.

157. Shortly after Near went public, Mathews’ and Agarwal’s base compensation was

increased as announced in Near’s Form 8-K filed with the Commission on April 11, 2023.

158. The Form 8-K disclosed that Mathews’ annual base salary was $400,000 and

Agarwal’s was $462,000 (SGD) or approximately $350,000 (USD).

159. Additionally, Mathews was awarded a performance-based discretionary quarterly

bonus in the second quarter of 2023 totaling $41,331.

34

160. Mathews and Agarwal received this compensation as a result of the SPAC

KludeIn merger, which was approved based on financial statements incorporating the false

revenues from the round-trip scheme.

161. Therefore, both Mathews and Agarwal obtained money or property by means of

their misstatements.

XIII. Mathews and Agarwal Make a $2 Million Dollar Payment to MobileFuse

162. In addition to the round-trip payments, Mathews and Agarwal also invested $2

million in MobileFuse, and then allowed their investment to be repurchased for only $12,019.14.

This resulted in a $2 million payment to MobileFuse.

163. In January 2021, a few months before the first round-trip transaction, Mathews

and Agarwal purchased a 10% interest in MobileFuse for $2 million through Mathews and

Agarwal’s Singaporean entity Uniqequity.

164. Uniqequity purchased Class B nonvoting shares of MobileFuse,.

165. MobileFuse then used the sale proceeds from the $2 million to repay personal

loans Harlan and MobileFuse’s co-majority owner made to MobileFuse.

166. Ultimately in the summer of 2023, shortly after Near became a public company

through the KludeIn merger, MobileFuse repurchased these shares for only $12,019.14, far less

35

than what Mathews and Agarwal had paid for these shares, essentially leaving MobileFuse and

Harlan the benefit of the $2 million.

XIV. Mathews Presents False Invoices to Conceal His Misappropriation of Funds To Pay

for His Personal Residence and Falsify’s Near’s Accounting Records

167. Between January 2023 and October 2023, Mathews also presented false invoices,

totaling $312,000, which on their face purported to be for professional services provided to Near,

which resulted in Near falsely booking the expenses as such.

168. In reality, however, the amounts due related not to professional services provided

to Near by the individuals listed on the invoice, but were actually for Mathews’ rent for a single

family residence in Laguna Beach, California.

169. The purported “professional services” invoices were as follows: invoice dated

January 1, 2023 for $132,000; invoice dated June 1, 2023 for $60,000; and invoice dated

September 1, 2023 for $120,000.  These amounts were for rent Mathews owed to the owners of

the Laguna Beach property he rented.

170. While the invoices purported to be from the individuals who were subsequently

identified as the property owners of Mathews’ rental home in Laguna Beach, the property

owners had never seen or authorized the invoices, and the payments from Near were Mathews’

rent on the home in Laguna Beach, not for any professional or consulting services.

171. While Near’s policies would have required such payments to be authorized by

Near’s compensation committee, the committee had not authorized such payments to Mathews.

172. On or about June 11, 2022, Mathews emailed Near’s finance department titling

the email “Urgent Wire” and attaching the first purported invoice for “professional services.”

Mathews wrote: “Can you please transfer US $162,000 to the attached account urgently.  Put my

36

full name as reference.  Rahul will be able to tell you the exact line item this goes under.  And do

send me a confirmation by Monday EOD your time.” Mathews’ email included the wire transfer

instructions for the property owner.

173. On or about July 9, 2023, Mathews emailed Near’s finance department with

another invoice for “professional services,” dated  June 1, 2023 in the amount of $60,000.

Mathews wrote: “Have spoken to you and [Agarwal] on this.  Please clear this invoice in

priority.  Also, send me a confirmation once it’s done.”

174. Mathews knew the invoices were false because, at the time, he was aware there

was no underlying support of documentation of “professional services” rendered to Near or

himself by the person whose name was on the invoices.

175. Near made at least three payments on the purported “professional services”

invoices as follows: $132,000 on or about January 3, 2023; $60,000 on or about July 11, 2023,

and $120,000 on or about September 11, 2023.  These payments were sent to and received by the

owner of the Laguna Beach property that Mathews rented.

176. The entries on Near’s books and records for the payments totaling $312,000 to the

Laguna Beach property owner as “Professional and Consultancy” and other line items were

inaccurate.

177. On or about September 27, 2023, the chairman of Near’s audit committee asked

Near’s management for an itemization of, and substantiation for, expenses Near paid for the

benefit of Near’s executive team including Mathews.

178.   After the termination of his employment, Mathews filed a Statement of Claim

against Near before the American Arbitration Association.  In Paragraph 22 of Mathews’

37

Statement of Claim, he admitted that Near’s payments to the property owners was, in fact, for his

rent.

XV. Near Terminated Mathews’ and Agarwal’s Employment and Filed for Bankruptcy

179. On October 5, 2023 Near’s board of directors announced in a filing with the

Commission that effective October 1, 2023 it had placed Mathews and Agarwal on

administrative leave pending an internal investigation conducted by outside legal counsel.

180. Near’s board further announced in its filing that Near’s financial statements for

the years ended December 31, 2022, 2021 and 2020, and the company’s quarterly financial

statements for the quarters ended March 31, 2023 and June 30, 2023 should not be relied upon

because certain revenue may have been overstated.

181. Near’s board of directors announced in filings with the Commission that it

terminated the employment of Mathews and Agarwal on November 15, 2023 and November 21,

2023, respectively.

182. On December 8, 2023, Near filed for Chapter 11 bankruptcy protection to

liquidate its assets.  Near’s Plan of Liquidation was approved on March 15, 2024.

183. Near filed a Form 15 on March 28, 2024 terminating its registration with the

Commission.

FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against Mathews and Agarwal)

184. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

185. As alleged above, Mathews and Agarwal engaged in a fraudulent round-trip

revenue scheme.  Mathews’ and Agarwal’s planning and accounting for the fraudulent

38

transactions with MobileFuse and their dissemination of false public statements about Near’s

revenues and growth operated as a fraud or deceit upon purchasers of Near’s shares.  The round-

trip revenue scheme depicted Near to be a highly successful company with revenue growth, a

portrayal that Mathews and Agarwal knew, or were reckless in not knowing, was dependent on

their continuing fraud with MobileFuse.

186. Mathews and Agarwal also intentionally made materially false and misleading

statements about Near’s revenue and growth during earnings calls and analyst presentations, and

they also were responsible for statements about the company’s revenue in the Near Registration

Statements, and quarterly and current reports.

187. As set forth above, these false and misleading statements were material because

revenue was overstated by at least 24% to just under 28% in each relevant reporting period.

Similarly, the misstatements about Near’s growth were material to investors because they

demonstrated the success and sustainability of its business.

188. As set forth above, Defendants’ misconduct was made in connection with the

purchase and sale of Near securities, including in offering documents provided to investors in the

course of offering-related discussions.

189. By engaging in the conduct described above, Defendants, each of them, directly

or indirectly, by use of the means or instruments of interstate commerce or of the mails, or the

facility of national securities exchanges, in connection with the purchase or sale of securities,

knowingly or recklessly:

a. employed devices, schemes, or artifices to defraud;

b. made untrue statements of material fact or omitted to state material facts

necessary in order to make the statements made, in the light of the

39

circumstances under which they were made, not misleading; and/or

c. engaged in acts, practices, or courses of business which operated or would

operate as a fraud or deceit upon any person in connection with the

purchase or sale of any security.

190. Defendants knew, or were reckless in not knowing, that they employed devices,

schemes and artifices to defraud; made untrue statements of a material fact or omitted to state a

material fact necessary in order to make the statements made, in the light of the circumstances

under which they were made, not misleading; and engaged in acts, practices or courses of

conduct that operated as a fraud on the investing public by the conduct described in detail above.

191. By reason of the foregoing, Defendants violated, and unless enjoined, will again

violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R.§

240.10b-5], thereunder.

SECOND CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act
(Against Mathews and Agarwal)

192. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

193. As alleged above, Mathews and Agarwal engaged in a fraudulent round-trip

revenue scheme.  Mathews’ and Agarwal’s planning and accounting for the fraudulent

transactions with MobileFuse and their dissemination of false public statements about Near’s

revenues and growth operated as a fraud or deceit upon purchasers of Near’s shares.  The round-

trip revenue scheme depicted Near to be a highly successful company with revenue growth, a

portrayal that Mathews and Agarwal knew, or were reckless in not knowing, was dependent on

their continuing fraud with MobileFuse.

40

194. Mathews and Agarwal also intentionally made materially false and misleading

statements about Near’s revenue and growth during earnings calls and analyst presentations, and

they also were responsible for statements about the company’s revenue in the Near Registration

Statements, and quarterly and current reports.

195. Mathews and Agarwal also obtained money or property by means of these untrue

statements overstating Near’s revenue as they both received shares upon completion of Near’s

merger, their compensation was increased after Near went public, and Mathews earned a

performance-based discretionary bonus.

196. As set forth above, these false and misleading statements were material because

revenue was overstated by at least 24% to just under 28% in each relevant reporting period.

Similarly, the misstatements about Near’s growth were material to investors because they

demonstrated the success and sustainability of its business.

197. As set forth above, Defendants’ misconduct was made in connection with the

offer or sale of Near securities, including in offering documents provided to investors in the

course of offering-related discussions.

198. By engaging in the conduct described above, Defendants, each of them, directly

or indirectly, in the offer or sale of securities, and by the use of means or instruments of

transportation or communication in interstate commerce or by use of the mails:

a. employed devices, schemes, or artifices to defraud;

b. obtained money or property by means of untrue statements of a material fact or by

omitting to state a material fact necessary in order to make the statements made,

in light of the circumstances under which they were made, not misleading; and/or

c. engaged in transactions, practices, or courses of business which operated or would

operate as a fraud or deceit upon the purchaser.

199. Defendants engaged in this conduct intentionally, knowingly, or with severe

recklessness.

200. By reason of the foregoing, Defendants violated, and unless enjoined, will again

violate Section 17(a) of the Securities Act [15 U.S.C. §§ 77q(a)].

THIRD CLAIM FOR RELIEF

Aiding and Abetting
Mathews’ and Agarwal’s Violations of Section 17(a) of the Securities Act

(Against MobileFuse and Harlan)

201. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

202. As alleged above, Mathews and Agarwal violated Section 17(a) of the Securities

Act [15 U.S.C. § 77q(a)] by engaging in a round-trip accounting scheme to fraudulently inflate

Near’s revenue.

203. Harlan provided substantial assistance to Mathews and Agarwal in their primary

violations, and his actions can be imputed to MobileFuse.  Harlan developed the round-trip

accounting scheme with Mathews and Agarwal and instructed the MobileFuse Finance

Employee on how the transactions would be structured.  On behalf of MobileFuse, Harlan signed

and directed the MobileFuse Finance Employee to sign, false audit confirmation letters to Near’s

auditors.  By participating in Near’s round-trip revenue scheme, MobileFuse and Harlan helped

Mathews and Agarwal falsely portray Near, both before and after the SPAC merger, as a

growing, successful company with sizable revenues.

204. Harlan had actual knowledge that Mathews and Agarwal were inflating Near’s

revenues, as reflected in emails and text massages in which they discussed the round-trip

42

scheme.  Harlan also limited knowledge of the round-trip transactions within MobileFuse

showing his actual knowledge of the round-trip scheme.

205. Harlan, whose scienter can be imputed to MobileFuse, and MobileFuse

knowingly or recklessly provided substantial assistance to both Mathews and Agarwal with

respect to their violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

206. By reason of the foregoing, MobileFuse and Harlan are liable for aiding and

abetting Mathews and Agarwal’s violations of Section 17(a) of the Securities Act [15 U.S.C. §

77q(a)], and unless enjoined, MobileFuse and Harlan will again aid and abet these violations.

FOURTH CLAIM FOR RELIEF

Aiding and Abetting Mathews’ and Agarwal’s Violations of Section 10(b) of the Exchange
Act and Rule 10b-5(b) Thereunder
(Against MobileFuse and Harlan)

207. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

208. As alleged above, Mathews and Agarwal violated Section 10(b) of the Exchange

Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)] by engaging

in a round-trip accounting scheme to fraudulently inflate Near’s revenue.

209. Harlan provided substantial assistance to Mathews and Agarwal in their primary

violations, and his actions can be imputed to MobileFuse.  Harlan developed the round-trip

accounting scheme with Mathews and Agarwal and instructed the MobileFuse Finance

Employee on how the transactions would be structured.  On behalf of MobileFuse, Harlan signed

and directed the MobileFuse Finance Employee to sign, false audit confirmation letters to Near’s

auditors.  By participating in Near’s round-trip revenue scheme, MobileFuse and Harlan helped

43

Mathews and Agarwal falsely portray Near, both before and after the SPAC merger, as a

growing, successful company with sizable revenues.

210. Harlan had actual knowledge that Mathews and Agarwal were inflating Near’s

revenues, as reflected in emails and text massages in which they discussed the round-trip

scheme.  Harlan also limited knowledge of the round-trip transactions within MobileFuse

showing his actual knowledge of the round-trip scheme.

211. Harlan whose scienter can be imputed to MobileFuse, and MobileFuse, provided

knowing or substantial assistance to Mathews and Agarwal with respect to their violations of

Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R.

§ 240.10b-5(b)].

212. By reason of the foregoing, MobileFuse and Harlan are liable for aiding and

abetting Mathews and Agarwal’s violations of Section 10(b) of the Exchange Act [15 U.S.C. §

78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)], and unless enjoined,

MobileFuse and Harlan will again aid and abet these violations.

FIFTH CLAIM FOR RELIEF

Knowingly Falsifying Books, Records, or Accounts
Violations of Section 13(b)(5) of the Exchange Act

(Against Mathews and Agarwal)

213. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

214. As alleged above, as part of the round-trip revenue scheme with MobileFuse,

Mathews and Agarwal knowingly falsified Near’s books and records.  Mathews approved at least

two fraudulent wire transfers to MobileFuse and Agarwal manipulated an invoice from a Near

44

vendor by changing a $100,200 invoice into a $1,000,200 invoice, which was used to conceal

payments to MobileFuse.

215. By engaging in the conduct described above, Mathews and Agarwal violated, and

unless enjoined, will again violate, Section 13(b)(5) of the Exchange Act [15 U.S.C. §

78m(b)(5)].

SIXTH CLAIM FOR RELIEF

Falsifying Books and Records
Rule 13b2-1 of the Exchange Act
(Against Mathews and Agarwal)

216. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

217. As alleged above, Mathews and Agarwal directed, fabricated, or approved false

invoices from Near’s vendors to support and conceal transactions resulting in Near’s false

accounting.  Mathews and Agarwal also signed periodic reports containing Near’s overstated

revenue.

218. Mathews also directly or indirectly caused Near’s books and records to be

falsified when he submitted to finance staff invoices that falsely stated were for “professional

services” but were in fact for rent of his personal residence.  These payments were inaccurately

categorized as “Professional and Consultancy” on Near’s books.

219. By engaging in the conduct described above, Mathews and Agarwal each

knowingly directly or indirectly falsified, or caused to be falsified, books, records, or accounts of

Near, an issuer subject to Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)].

220. By reason of the foregoing, Mathews and Agarwal violated, and unless enjoined,

will again violate, Rule 13b2-1 of the Exchange Act [17 C.F.R. § 240.13b2-1].

45

SEVENTH CLAIM FOR RELIEF

False Statements to Accountants
Violations of Rule 13b2-2 of the Exchange Act

(Against Mathews and Agarwal)

221. The Commission re-alleges and incorporates by reference each and every

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.

222. As alleged above, Mathews and Agarwal made false representations in Near’s

management representation letters in connection with required audits of Near’s financial

statements, including that: Near’s financial statements were fairly presented in conformity with

GAAP; there were no implicit provisions or unstated customary business practices or other

arrangements that affected the amount or timing of revenue reported; and they had no knowledge

of any fraud, allegations of fraud, or suspected fraud that could have a material effect on the

financial statements.  Mathews’ and Agarwal’s false representations concealed facts surrounding

the round-trip revenue arrangement with MobileFuse.

223. Mathews and Agarwal also deceived their accountants when each signed

management representation letters for the 2021 and 2022 annual audits and quarterly reviews for

the first and second quarters of 2023 representing that they had made available all financial

records and related data, but in fact concealed documents regarding the round-trip scheme with

MobileFuse.

224. By engaging in the conduct described above, Defendants Mathews and Agarwal

directly or indirectly: (1) made or caused to be made a materially false or misleading statement

or (2) omitted to state, or caused another person to omit to state, any material fact necessary in

order to make statements made, in light of the circumstances under which such statements were

made, not misleading, to an accountant in connection with, among other things, a required audit,

46

review or examination of the issuer’s financial statements or the preparation or filing of any

document or report required to be filed with the Commission.

225. By reason of the foregoing, Mathews and Agarwal violated, and unless enjoined,

will again violate Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court enter a final

judgment:

I.

Permanently enjoining Defendants Mathews and Agarwal and their agents, servants,

employees and attorneys and all persons in active concert or participation with any of them from,

directly or indirectly, engaging in conduct in violation of Section 10(b) of the Exchange Act [15

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], Sections 17(a) of the

Securities Act [15 U.S.C. §§ 77q(a)], Rule 13b2-1 under the Exchange Act [17 C.F.R. §

240.13b2-1], Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2], and Exchange Act

Section 13(b)(5) [15 U.S.C. § 78m(b)(5)].

47

II.

Permanently enjoining Defendants MobileFuse and Harlan, and their agents, servants,

employees and attorneys and all persons in active concert or participation with any of them from,

directly or indirectly, engaging in conduct in violation of Section 10(b) of the Exchange Act [15

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] and Section 17(a) of the

Securities Act [15 U.S.C. §§ 77q(a)(1)].

III.

 Prohibiting Defendants Mathews and Agarwal from serving as an officer or director of

any entity having a class of securities registered with the Commission pursuant to Section 12 of

the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of

the Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 21(d)(2) of the Exchange Act [15

U.S.C. § 78u(d)(2)].

IV.

 Ordering Defendant Mathews to disgorge all ill-gotten gains or unjust enrichment derived

from the activities set forth in this Complaint, together with prejudgment interest thereon;

V.

 Ordering Defendants Mathews, Agarwal, MobileFuse, and Harlan to pay civil penalties

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the

Exchange Act Section 21A of the Exchange Act [15 U.S.C. § 78u-1]; and

48

VI.

Granting such other and further relief as this Court may deem just, equitable, or necessary

in connection with the enforcement of the federal securities laws and for the protection of

investors.

JURY DEMAND

The Commission demands a trial by jury.

Respectfully submitted,

Date:   January 27, 2026                                 /S/ Kathryn C. Wanner______________
Kathryn C. Wanner*
Securities and Exchange Commission
Los Angeles Regional Office
444 S. Flower St., Suite 900
Los Angeles, CA 90071
(323) 965-3954
[email protected]

*Pending admission pro hac vice

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
   Plaintiff, 
 
   v. 
 
ANIL MATHEWS, RAHUL AGARWAL, 
KENNETH M. HARLAN, and 
MOBILEFUSE LLC, 
 
   Defendants. 
 

 
 
                               26 Civ. 693 

 
COMPLAINT FOR INJUNCTIVE 

AND OTHER RELIEF 
 

 
 

 
JURY TRIAL DEMANDED 

 
Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint 

against Defendants Anil Mathews (“Mathews”), Rahul Agarwal (“Agarwal”), Kenneth M. 

Harlan (“Harlan”), and MobileFuse LLC (“MobileFuse”) (collectively, “Defendants”), alleges as 

follows: 

SUMMARY 

1. This action concerns a financial accounting and disclosure fraud committed by 

Mathews, the former Chief Executive Officer of Near Intelligence, Inc. (“Near”), a global data 

intelligence company, and Agarwal, Near’s former Chief Financial Officer, for improperly 

inflating revenue from Near’s largest customer, MobileFuse, in violation of the antifraud and 

other provisions of the federal securities laws.  Mathews’ and Agarwal’s violations were aided 

and abetted by MobileFuse, and its Chief Executive Officer at the time, Harlan. 

2. From at least May 2021 to September 2023, Defendants caused Near to engage in 

a fraudulent round-trip accounting scheme with MobileFuse to overstate Near’s reported revenue 

by on average 27.0% for fiscal years 2021 and 2022 and the first two quarters of 2023.   

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 1 of 48



2 
 

3. Over the life of the scheme, Near’s overstated revenue from MobileFuse 

accounted for at least $37.3 million of Near’s total reported revenue of $138.3 million.   

4. The scheme began before Near became a public reporting company, and the 

fraudulent inflation of Near’s revenue was designed, at least in part, to make Near more 

attractive as a candidate for a Special Purpose Acquisition Company (“SPAC”) to take Near 

public.  

5. The scheme relied, in part, on Near and MobileFuse invoicing one another and 

grossly inflating, sometimes by as much as 98%, the invoiced amounts, and Near recognizing as 

revenue the full amount of the cash it received according to the grossly inflated MobileFuse 

invoice.   

6. Along with the grossly inflated invoices, the Defendants fabricated documents or 

made misstatements to conceal the scheme from Near’s independent auditors. 

7. MobileFuse and Harlan provided substantial assistance to Mathews and Agarwal 

in perpetrating the round-trip accounting scheme.   

8. Along with corporate financial records and third-party bank records, all 

confirming the round-trip payments, the Defendants’ own communications lay out the particulars 

of the scheme, acknowledging that the purpose of the round-trip scheme was to falsely inflate 

Near’s revenue, or to “juice” the revenue through “the turn around payment system” which 

“allows [Near’s] revenue to be higher.” 

9. During the round-trip scheme, Mathews and Agarwal intentionally made false 

statements about Near’s revenue and growth during earnings calls and analyst presentations, and 

were also responsible for false statements about Near’s revenue in registration statements and 

quarterly and current reports filed with the Commission and available to prospective investors.  

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 2 of 48



3 
 

10. In addition to the round-trip scheme, Mathews also misappropriated over 

$300,000 from Near to pay for the rental of a luxury single family residence for him and his 

family and presented false invoices to Near claiming such amounts were for “professional 

services.”  

11. Mathews and Agarwal received significant compensation during the schemes 

including salary and common stock and restricted stock units, and Mathews received a 

performance-based discretionary bonus.   

12. Had the round-trip scheme not been exposed, MobileFuse and Harlan stood to 

benefit from the scheme through Near’s anticipated acquisition of MobileFuse. 

13. By engaging in the round-trip scheme and making the false statements in support 

of that scheme, and for Mathews the misappropriation scheme as well, Mathews and Agarwal (i) 

violated the antifraud provisions of the federal securities laws, (ii) falsified Near’s books and 

records, and (iii) made false and misleading statements to independent auditors. 

14. By aiding and abetting Mathews’ and Agarwal’s violations of the antifraud 

provisions of the federal securities laws in the round-trip scheme, MobileFuse and Harlan also 

violated the antifraud provisions of the federal securities laws.  

15. Ultimately, Near’s investors were harmed when Near filed for bankruptcy shortly 

following Near’s announcement that its previous financial statements should not be relied upon 

because certain revenue may have been overstated and that Mathews’ and Agarwal’s 

employment had been terminated for cause based on the company’s allegations they engaged in 

financial mismanagement and fraudulent actions. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 3 of 48



4 
 

VIOLATIONS 

16. By virtue of the foregoing conduct and as alleged further herein: (a) Defendants 

Mathews and Agarwal violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 

U.S.C. § 77q(a)] and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C §§ 78j(b), 78m(b)(5)] and Rules 10b-5, 13b2-1, and 13b2-2 [17 

C.F.R. §§ 240.10b-5, 240.13b2-1, and 240.13b2-1], thereunder; and (b) Defendants MobileFuse 

and Harlan aided and abetted Mathews and Agarwal’s violations of Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C § 

78m(b)(5)] and Rule 10b-5 thereunder. 

17. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object, unless they are restrained and 

enjoined. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

18. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the 

Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Sections 21(d) and 21(e) of the Exchange 

Act [15 U.S.C. §§ 78u(d), 78u(e)]. 

19. The Commission seeks a final judgment (a) permanently enjoining Mathews and 

Agarwal from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange 

Act and Rule 10b-5 thereunder, by committing or engaging in specified actions or activities 

relevant to such violations, and permanently enjoining Mathews and Agarwal from violating 

Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2, thereunder; (b) prohibiting 

Mathews and Agarwal from serving as an officer or director of any company that has a class of 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 4 of 48



5 
 

securities registered under Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to 

file reports under Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)] pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; (c) ordering Mathews to disgorge ill-

gotten gains he received as a result of the violations this Complaint alleges, and to pay 

prejudgment interest pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act 

[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (d) ordering Mathews and Agarwal to pay 

civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 

21A of the Exchange Act [15 U.S.C. § 78u-l]; and (e) ordering any other further relief the Court 

may deem just and proper. 

20. The Commission seeks a final judgment (a) permanently enjoining MobileFuse 

and Harlan from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange 

Act and Rule 10b-5 thereunder, by committing or engaging in specified actions or activities 

relevant to such violations; (b) ordering MobileFuse and Harlan to pay civil penalties pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21A of the Exchange Act 

[15 U.S.C. § 78u-l]; and (c) ordering any other further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

21. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), 

20(e), and 22(a) of the Securities Act [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)] 

and Sections 21(d), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 

78aa]. 

22. Defendants have, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 5 of 48



6 
 

exchange in connection with the transactions, acts, practices and courses of business alleged in 

this complaint. 

23. Venue in this District is proper pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Sections 21(d) and 27 of the Exchange Act [15 U.S.C. § 78u(d) and 78aa].  

Certain of the acts, practices, and courses of business constituting the violations of the federal 

securities laws alleged herein occurred within the Southern District of New York.  Near common 

stock traded on the Nasdaq stock exchange which is located in this district, MobileFuse is 

headquartered in this district, and certain conduct described below took place in this district. 

DEFENDANTS 

24. Anil Mathews, age 51, resided in Laguna Niguel, California, at all relevant times.  

Mathews was a founder of Near and served as its Chief Executive Officer beginning in 2012 

until Near’s board terminated his employment for cause on or about November 10, 2023.  

Mathews served as Near’s chairman of the board of directors from April 2023 to September 

2023.  Mathews, and through an entity Mathews co-founded with Agarwal, Uniqequity Pte Ltd., 

held a 10% equity interest in MobileFuse.       

25. Rahul Agarwal, age 41, now resides in Bengaluru, India.  Agarwal was Near’s 

Vice President of Finance from February 2015 until 2016 when he became Near’s Chief 

Financial Officer.  Near’s board terminated Agarwal’s employment for cause on or about 

November 20, 2023. 

26. MobileFuse LLC is a private Delaware limited liability company headquartered 

in New York, New York.  It is a digital advertising company, founded in 2010. 

27. Kenneth M. Harlan, age 52, resides in Princeton, New Jersey, and co-founded 

MobileFuse, where, at all relevant times, he was a managing member and served as its Chief 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 6 of 48



7 
 

Executive Officer.  Before founding MobileFuse, Harlan founded two companies in the 

advertising technology business, one of which he sold to a publicly traded company.  Harlan 

holds degrees in Masters of Business Administration and a Bachelor of Science in Accounting, 

and was previously licensed as a Certified Public Accountant in New Jersey.   

RELATED ENTITIES  

28. Near Intelligence, Inc. was a Delaware corporation headquartered in Pasadena, 

California, and provided marketing and operational intelligence on consumer behavior and 

human movement.  Its common stock was registered with the Commission pursuant to Sections 

12(b) or 12(g) of the Exchange Act after its merger with a SPAC was consummated on March 

23, 2023.  Near’s common stock was traded on the Nasdaq stock exchange under the ticker 

“NIR.”  Near filed Chapter 11 Bankruptcy on December 8, 2023 to liquidate its assets and its 

Plan of Liquidation was approved on March 15, 2024.  Near filed a Form 15 on March 28, 2024 

terminating its registration with the Commission. 

29. KludeIn I Acquisition Corporation was a Delaware corporation headquartered 

in Berkeley, California, and a SPAC.  KludeIn was incorporated on September 24, 2020 and its 

common stock was registered with the Commission pursuant to Section 12(b) of the Exchange 

Act.  Before ceasing to exist after merging with Near in March 2023, KludeIn’s common stock 

and warrants were traded on the Nasdaq stock exchange beginning January 11, 2021 under 

tickers “INKAU,” “INKA,” and “INKAW.” 

FACTS 
 

I. Mathews Founds Near 
 

30. Mathews founded Near in 2012 to provide data gathering and business 

intelligence services in Singapore and India.   

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 7 of 48



8 
 

31. Near grew through various acquisitions, eventually expanding to the United States 

in April 2021 with its acquisition of UberMedia, a location data company.   

32. Through its acquisitions and technology, Near amassed data on an estimated 

1.6 billion unique user IDs and 70 million points of interest in more than 44 countries.  The 

majority of Near’s customers and revenue came from the United States, purportedly accounting 

for 66% of Near’s revenue for the year ended December 31, 2022.   

33. After Near expanded to the United States it decided to go public via a SPAC.    

II. Near’s SPAC Merger with KludeIn  
 

34. Near’s round-trip revenue inflation scheme predated its SPAC merger with 

KludeIn, and continued after the acquisition closed, artificially inflating Near’s revenue to make 

it appear to be a more attractive acquisition candidate than it actually was.   

35. KludeIn was formed as a SPAC, and on May 19, 2022, it announced in a Form 8-

K filed with the Commission that it had entered into a merger agreement with Near and 

estimated Near’s valuation to be nearly $1 billion.   

36. The Form 8-K that KludeIn filed with the Commission included as exhibits the 

merger agreement and other transaction documents that Mathews signed on behalf of Near as 

well as an investor presentation prepared by Near and KludeIn that made statements about 

Near’s business and financial performance, emphasizing Near’s revenue.     

37. On March 23, 2023, KludeIn’s shareholders voted in favor of the merger, with the 

combined company, now named Near, which commenced trading publicly on Nasdaq on March 

24, 2023. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 8 of 48



9 
 

38. In connection with Near’s going public merger transaction with KludeIn, 

Mathews and Agarwal both benefited by receiving Near common stock and restricted stock 

units.   

39. On March 27, 2023, Mathews filed a Form 4 with the Commission disclosing his 

and KludeIn’s holdings of Near common and restricted stock on behalf of himself and his related 

entity following KludeIn’s acquisition of Near.  Mathews controlled KludeIn as a result of the 

merger.   

40. On March 27, 2023, Agarwal filed a Form 4 with the Commission disclosing his 

holdings of Near stock following KludeIn’s acquisition of Near. 

41. Shortly after Near went public, on or about April 14, 2023, Mathews earned a 

performance-based discretionary quarterly bonus of $41,331. 

42. Upon information and belief, Mathews’ performance-based discretionary bonus 

was granted based on Mathews’ role in increasing Near’s revenues and the consummation of the 

business plan to take Near public.   

III. Defendants Develop the Mechanics of the Round-Trip Revenue Scheme   
 
43. In 2019, and continuing into 2020, Mathews, Agarwal, and Harlan began 

discussing the possibility of Near and MobileFuse entering into a business relationship, and 

developed the framework for the round-trip revenue scheme.   

44. Upon information and belief, the round-trip revenue scheme was developed at the 

same time as Mathews, Agarwal, and Harlan discussed a potential acquisition of MobileFuse by 

Near, because it would be advantageous for Near to show a higher revenue so Near could be 

acquired and then acquire MobileFuse.  

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 9 of 48



10 
 

45. In the round-trip revenue scheme, Near would fraudulently inflate its revenue by 

conveying money to MobileFuse so that MobileFuse could then return those funds to Near, and 

the amount MobileFuse would pay Near would far exceed the small amount of money that 

MobileFuse actually owed Near for access to Near’s data platform. 

46. In December of 2020, Mathews, Agarwal, and Harlan exchanged several emails 

that outlined how the potential round-trip revenue scheme would work.   

47. For example, on December 14, 2020, Harlan emailed Agarwal, and copied 

Mathews, explaining how MobileFuse would only pay for the services MobileFuse used of the 

grossly inflated amount shown on the invoice, and Near would transmit the remainder of the 

amount to MobileFuse which would then return that amount to Near: “Whatever portion of 

$yyy,yyy is MFX [expenses MobileFuse owes Near for actual data], [MobileFuse] pays Near 

this amount.  Near then pays [MobileFuse] 90% of $yyy,yyy.  Whatever portion of $yyy,yyy is 

nonMFX, [MobileFuse] pays Near this amount[.]” 

48. On May 21, 2021, Harlan emailed Agarwal and requested that Near transmit 

funds to MobileFuse first in the round-trip process and then MobileFuse would return the funds 

plus whatever small amount MobileFuse actually owed for access to Near’s data.  

IV. Mechanics of the Near and MobileFuse Round-Trip Revenue Scheme 

49. In 2021, Near and MobileFuse began to actually engage in the round-trip revenue 

scheme, by first entering into mutual contracts, one providing MobileFuse access to Near’s data 

platform, and the other providing Near access to MobileFuse’s data platform.   

50. The companies exchanged minimal actual services under these mutual contracts. 

51. However, on top of the payments for these minimal actual services, Mathews, 

Agarwal, and Harlan overlaid the round-trip revenue scheme between Near and MobileFuse by 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 10 of 48



11 
 

grossly inflating the payments made between the companies, and creating invoices, also grossly 

inflated, as support.   

52. In practice the round-trip scheme worked as follows: MobileFuse would send 

Near an inflated invoice; Near would then wire funds to MobileFuse; in return, MobileFuse 

would transmit funds back to Near.      

53. After receiving payments from MobileFuse, Near booked the entirety of the 

payments received from MobileFuse as revenue, despite the fact that the majority of the source 

of those funds actually originated from Near.   

54. In advance of the first round-trip payments in May 2021, Mathews, Agarwal and 

Harlan confirmed the particulars of how the scheme would work.     

55. On May 20, 2021, Agarwal emailed Harlan with a blind copy to Mathews, 

explaining again the mechanics of the round-trip payments and stating that: “See attached the 

first monthly invoice per our discussion.  You will be receiving one such invoice every month 

from us.  I will be sharing with you the calculation for a counter invoice on a month basis post 

which you can raise the invoice on Near . . .” 

56. On May 20, 2021, Harlan replied to Agarwal that the process whereby Near 

invoices MobileFuse and MobileFuse invoices Near for a slightly smaller amount to account for 

the actual data used, would “allow your [Near’s] revenue to be higher.”  

57. The first round-trip payment actually occurred on or about May 25, 2021 with 

Near and MobileFuse transmitting cash to each other on or around the same day.   

58. On May 25, 2021, Agarwal sent Harlan an email with a copy to Mathews entitled 

“Invoicing and Cost Calculations” attaching a spreadsheet entitled “MF – Near Reco.”  The 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 11 of 48



12 
 

spreadsheet indicated that Near would invoice MobileFuse $1,250,000 and MobileFuse would 

invoice Near $1,185,569.   

59. On May 25, 2021, Agarwal emailed Harlan, agreeing that Near would process 

MobileFuse’s invoice and payment that same day so that MobileFuse could initiate the wire 

immediately thereafter. 

60. The MobileFuse invoice Harlan then emailed to Agarwal on or about May 26, 

2021 was MobileFuse’s counter invoice which was dated April 30, 2021 for $1,185,659. 

61. As planned, following receipt of MobileFuse’s invoice, Agarwal caused a wire 

transfer to be sent to MobileFuse for the invoiced amount.  

62. After Near’s wire cleared, Harlan directed an employee in MobileFuse’s finance 

department (“MobileFuse Finance Employee”) to initiate MobileFuse’s wire transfer to Near for 

the amount on Near’s invoice to MobileFuse (i.e., $1,250,000), and MobileFuse’s co-majority 

owner authorized and approved MobileFuse’s wire transfer, thereby completing the round-trip 

payment.   

63. On May 27, 2021, Harlan, the MobileFuse Finance Employee, and MobileFuse’s 

co-majority owner exchanged emails, acknowledging the Near and MobileFuse round trip 

payment, which Harlan described as Near “grossing up their revenue.  … And they pay us first 

so no risk in funds.” 

64. Consistent with invoice calculations described in prior emails between Agarwal 

and Harlan, MobileFuse’s “counter invoice” dated April 30, 2021 of $1,185,569 was netted 

against Near’s April 30, 2021 invoice of $1.25 million, the difference reflecting the actual costs 

MobileFuse incurred and the actual payment due from MobileFuse to Near in the amount of 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 12 of 48



13 
 

$64,431.  This $64,431 is the actual amount due for the data access that MobileFuse purchased 

from Near, substantially less than the $1.25 million that Near listed on its invoice to MobileFuse.      

65. Mathews specifically authorized and approved at least two of the round-trip 

payments and associated phony invoices.   

66. For example, on or about May 27, 2021, Mathews sent an email to an employee in 

Near’s finance department with the instruction “we can go ahead with the invoice” referring to 

MobileFuse’s April 2021 invoice to Near, which Agarwal received from the MobileFuse Finance 

Employee by email May 26, 2021.   

67. On or about June 29, 2021, Mathews sent an email to an employee in Near’s 

finance department with the instruction to pay MobileFuse’s May 2021 invoice to Near. 

68. Mathews also approved at least one wire to MobileFuse.   

69. For example, on July 25, 2021, Agarwal emailed an employee in Near’s finance 

department MobileFuse’s May 2021 invoice to Near, which the Near employee forwarded to 

Mathews on the same day along with his request “Please approve the attached payment to 

MobileFuse.”  On July 26, 2021, Mathews replied to the Near employee “let’s go ahead with 

this.  I’ve spoken with Rahul [Agarwal].” 

V. Defendants’ Contemporaneous Communications Confirm The Round-Trip Scheme 

and the Substantial Assistance Provided by Harlan and MobileFuse 

70. In private communications Defendants regularly described their participation in, 

and knowledge of, the round-trip scheme between Near and MobileFuse.   

The Turn Around Payment Transactions 

71. Specifically, the round-trip scheme was repeatedly described as being for 

turnaround payments.  For example, on June 23, 2021, the MobileFuse Finance Employee 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 13 of 48



14 
 

emailed Agarwal, stating: “May 2021 Invoice is attached.  Can you schedule payment for 

Tuesday next week?  I’ll turn around and pay the 1.25M on Wed (30th).”  (Emphasis added).    

72. Then again on July 24, 2021, the MobileFuse Finance Employee emailed 

Agarwal, stating: “Can you schedule our wire to hit Tuesday or Wed (at the latest)?  I’ll turn it 

around a day later.” (Emphasis added).  

73. On July 26, 2021, Agarwal emailed his reply to the MobileFuse Finance 

Employee agreeing to the wire confirmation and stating: “Please see attached wire confirmation 

from Near’s end.  The amount was debited earlier today and should be en-route to reach you 

Monday or Tuesday.  Will be great if you can remit the Near payment ASAP.”   

74. On July 26, 2021, the MobileFuse Finance Employee emailed his reply to 

Agarwal, stating: “I see it pending.  I should be able to turn your wire around by Wed.”  

(Emphasis added).  

75. On July 27, 2021, the MobileFuse Finance Employee emailed Agarwal, stating: 

“We’re getting funded today.  I’ll do my absolute best to get this turned around by EOD.”  

(Emphasis added).  

76. On August 23, 2021, Agarwal and the MobileFuse Finance Employee exchanged 

emails regarding a new invoice, stating: 

MobileFuse Finance Employee: “Can you process our wire by Wed?    

I can turn it around by Thurs/Friday at the latest.” 

 Agarwal: “Can you send me the invoice?” 

 MobileFuse Finance Employee: “Invoice attached.  You had 1.5M on   

the total, I revised down to 1.25M minus the fees.”  (Emphasis added).  

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 14 of 48



15 
 

77. On September 1, 2021, Agarwal and the MobileFuse Finance Employee 

exchanged emails, which stated: 

MobileFuse Finance Employee: “I wanted to follow up from our emails from last 

week.  Can you confirm the amount is still 1.25M?  When will payment be sent so 

I can turn around your payment.[sic]” (Emphasis added).  

Agarwal: “It has to be $1.5M.  Anil and I will speak with Ken [Harlan] and then 

update  you.  Payment will be done early next week.”  

78. Other communications by Defendants further demonstrate Defendants’ intent for 

the round-trip revenue scheme to falsely inflate Near’s revenue.   

79. On February 23, 2022, Harlan and MobileFuse’s co-majority owner exchanged 

text messages, discussing the Near plan to go public via a SPAC, and emphasizing that Near 

needed MobileFuse to “juice their revenue and they know us best.”  

80. On March 28, 2023, Harlan and MobileFuse’s co-majority owner exchanged text 

messages, wherein Harlan discussed how MobileFuse had more revenue than Near and that 

MobileFuse’s revenue was actually “real.” 

Harlan Limits Knowledge of the Round-Trip Payments Within MobileFuse 

81. Additionally, to further hide the round-trip revenue scheme, Harlan took steps to 

conceal the round-trip transactions from others within MobileFuse.   

82. For example, Harlan delegated tasks related to the round-trip transactions with 

Near to the MobileFuse Finance Employee, making that individual solely responsible for 

regularly communicating with Agarwal about the timing of payments and preparing wire transfer 

instructions for approval by MobileFuse’s co-majority owner. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 15 of 48



16 
 

83. Harlan’s, Mathews’, and Agarwal’s knowledge of the round-trip scheme was 

further demonstrated after Near mistakenly sent a fake invoice to a MobileFuse employee who 

was not knowledgeable about the scheme and Harlan emphasized that the employee should never 

have seen the invoice. 

84. On or about April 1, 2023, a Near employee sent by email a fake Near invoice in 

the amount of $1.5 million for a “platform usage fee” to the MobileFuse Finance Employee and 

to a MobileFuse employee who was not involved in the scheme.   

85. On April 1, 2023, Harlan sent Mathews and Agarwal an email, stating: “Guys, 

I’m really annoyed by this email for so many reasons. . . Why would this be sent to anyone but 

[MobileFuse Finance Employee] or myself? . . . Sorry to do this but I’m giving you notice that if 

this isn’t resolved in the next few days, I’ll just terminate.  This [sic] so unprofessional and not 

executed well.  Now I have to explain to a random employee on why we are spending so much 

with Near.”   

86. On April 1, 2023, Harlan sent Mathews a text message, stating: “We are heading 

towards a termination.  Your team is so clueless and it is now impacting my team.  Sorry about 

the email and text, but this is really the last straw.” 

87. On April 2, 2023, Mathews sent Harlan a text about the fake invoice, stating:  

“Hi Ken, please ignore that email as it’s a system generate [sic] message.  Not someone sending 

manually.  I agree this shouldn’t have come in the first place, and am fixing that.  Rahul 

[Agarwal] will deal directly with [MobileFuse Finance Employee] as always.” 

88. On April 5, 2023, Agarwal sent an email to Near’s director of finance, stating: 

“Let us make sure no one from Near other than Anil and I contact MF [MobileFuse].” 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 16 of 48



17 
 

89. Just days after Harlan, Mathews, and Agarwal agreed to keep knowledge of the 

round-trip scheme closely held, Harlan and Mathews continued to discuss the possibility of Near 

acquiring MobileFuse. 

90. During the round-trip scheme, Harlan was a corporate officer acting as an agent 

for MobileFuse within the scope of his employment.  Therefore, his intent can be imputed to 

MobileFuse.  

VI. Defendants Falsify Invoices to Hide the Round-Trip Scheme 

91. In several instances, Agarwal fabricated invoices that were never sent to 

MobileFuse, but rather were simply maintained on Near’s books and records, as another means 

of obscuring the round-trip payments between the two companies.   

92. Mathews and Agarwal also falsified at least five invoices to make it look like  

other vendors were billing Near to mask Near’s payments to MobileFuse.   

93. For example, Agarwal manipulated an invoice from a Near vendor in Singapore 

by changing a $100,200 invoice dated January 31, 2023 into a $1,000,200 invoice.   

94. The metadata of the original invoice bears the name of Near’s vendor, but the 

metadata on the manipulated invoice has Agarwal’s name on it as the author.   

95. Agarwal paid the real invoice for $100,200 on a credit card held in his name, 

which Near subsequently paid.   

96. Ultimately the false invoice for $1,000,200 was used to explain to Near’s auditors 

at least one transfer that Near made to MobileFuse through an account Near held at a Singapore-

based third-party foreign currency exchange, and over which Agarwal held signatory authority.  

97. In other instances, Near paid the amounts of the invoice, not to the vendor whose 

name appeared on the invoice, but to MobileFuse via the third-party foreign currency exchange.  

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 17 of 48



18 
 

98. For five payments in 2023 totaling $9.65 million, Agarwal transferred cash from 

Near’s bank accounts to the foreign currency exchange and then directed payments from that 

exchange to MobileFuse.   

99. Utilizing this method of falsifying invoices allowed Mathews and Agarwal to hide 

the true payee – MobileFuse – in Near’s bank accounts and books and records. 

VII. Scope and Duration of the Near and MobileFuse Round-Trip Revenue Scheme 

100. This pattern of Near transferring cash to MobileFuse and MobileFuse transferring 

cash back to Near was repeated multiple times from May 2021 to September 2023.  Such cash 

transactions took place both before KludeIn announced its intention to merge with Near and after 

consummation of the SPAC merger.   

101. Over the course of the scheme, Near recognized the inflated amount it invoiced 

MobileFuse as revenue. 

102. Through the May 2021 through September 2023 period, the round-trip payments 

between Near and MobileFuse include:  

Date(s) Near Payment(s) to 
MobileFuse 

MobileFuse 
Payment(s) to 

Near 
May 27–28, 2021 $1,185,569 $1,250,000 
June 30, 2021 $1,155,880 $1,250,000 
July 26–27, 2021 $1,167,917 $1,250,000 
October 20–22, 2021 $2,765,694 $3,000,000 
January 26–27, 2022 $1,408,046 $1,500,000 
September 28–29, 2022 $2,845,136 

($1.595M + $1.25M) 
$3,000,000 

($1.5M + $1.5M) 
February 6–7, 2023 $4,295,024 $4,500,000 
February 28, 2023 $1,404,533 $1,500,000 
May 11, 2023 $1,369,349 

($1.25M + $119,349) 
$1,500,000 

June 15, 2023 $1,390,481 
($1.25M + $140,481) 

$1,500,000 

June 28, 2023 $2,736,195 
($2.5M + $236,195) 

$3,000,000 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 18 of 48



Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 19 of 48



Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 20 of 4821 
 

109. On May 19, 2022 on an investor conference call, Mathews made misstatements 

regarding Near’s revenue for fiscal year 2021 and Near’s growth rate, including that “we had 

more than $50 million in ARR [annual recurring revenue].  We’ve been growing 60% year over 

year.”  This statement was materially false and misleading because it was based upon the 

fraudulently inflated revenue from the MobileFuse round-trip transactions.   

110. On March 16, 2023 at an analyst day presentation, Agarwal made a misstatement 

regarding Near’s revenue for fiscal year 2022, stating that Near’s “[e]xpected revenue was $60 

million” which was materially false and misleading because it was based upon the fraudulently 

inflated revenue from the MobileFuse round-trip transactions. 

111.   On March 28, 2023 Near filed a Form 8-K with the Commission attaching an 

earnings release, signed by Agarwal, and Mathews also had authority over the statements 

regarding revenue made in the filings.  In the earnings release Mathews and Agarwal made 

misstatements regarding Near’s revenue for the fourth quarter of fiscal year 2022 and about 

fiscal year 2022’s revenue; specifically with a headline to the release stating “[f]ull year revenue 

of $59.7 million, up 32% year-over-year[.]”  This statement was materially false and misleading 

because it was based upon the fraudulently inflated revenue from the MobileFuse round-trip 

transactions. 

112. Contemporaneous with the filing of the March 28, 2023 Form 8-K, on a Near 

earnings call on March 28, 2023 Mathews falsely represented “Fourth quarter revenue was $15.3 

million.  Revenue for the Fiscal Year 2022 was $59.7 million.”  On the same call Agarwal 

falsely represented “For the fourth quarter of 2022, GAAP revenue was $15.3 million, up 5% 

year-over-year.  For the full year, revenue was $59.7 million, marking the 32% growth from the 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 21 of 48



22 
 

year-ago period.”  These statements were materially false and misleading because they were 

based upon the fraudulently inflated revenue from the MobileFuse round-trip transactions. 

113. As outlined in detail below, after going public, between April 12, 2023 and July 

26, 2023, Near filed numerous registration statements and amendments thereto for various 

offerings of stock and warrants (collectively, the “Near Registration Statements”), each of which 

was signed by Mathews, containing materially false and misleading statements about Near’s 

revenues, revenue growth, and business relationship with MobileFuse.   

114. Near also made materially false and misleading statements about its revenues in 

its current reports contained in Forms 8-K and quarterly reports in its Forms 10-Q filed with the 

Commission.     

115. On April 12, 2023, May 10, 2023, and again on May 10, 2023 Near filed three 

separate S-1 Registration Statements with the Commission, which were signed by Mathews, and 

Agarwal also had authority over the statements regarding Near’s revenue made in the filings.  All 

of the statements regarding Near’s revenue in 2021 and 2022 were materially false and 

misleading because they were based upon the fraudulently inflated revenue from the MobileFuse 

round-trip transactions.  These statements included at least the following misstatements in each 

of the S-1 Registration Statements regarding revenue from MobileFuse and the overall increase 

in revenue in fiscal years 2021 and 2022: 

a.  “Our largest customer, MobileFuse, LLC, is a channel partner that represented 

approximately 30% of our annual revenue for each of the years ended December 

31, 2022 and 2021”’ 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 22 of 48



23 
 

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC 

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of 

the years ended December 31, 2022 and 2021” 

c. “One of our customers, MobileFuse, LLC, accounted for approximately 30.0% of 

our revenues for each of the years ended December 31, 2022 and 2021.” 

d. “As of December 31, 2022, we had revenue generating customers across the globe 

and we feel that Near Platform can help businesses in all stages of maturity and 

across all industries to help produce better results. Our revenue for the year ended 

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year 

ended December 31, 2021.” 

e. “Revenue increased by $14.4 million for the year ended December 31, 2022 

compared to the year ended December 31, 2021, primarily due to organic growth 

of new customers and expansion of revenue with existing customers.” 

f. The Registration Statements all also included a table indicating revenue for 2022 

was $59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of 

$14,425,096 in revenue over that time period. 

116. On May 15, 2023, Near filed a Form 8-K with the Commission, which was signed 

by Agarwal, and over which Mathews had authority over statements concerning Near’s revenue, 

and issued a press release announcing financial results for the first quarter of 2023 with the 

headline “Q1 2023 revenue of $15.5 million, up 10% year-over-year. . .”  This statement was 

materially false and misleading because it was based upon the fraudulently inflated revenue from 

the MobileFuse round-trip transactions. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 23 of 48



24 
 

117. On May 19, 2023, Near filed a 10-Q quarterly report with the Commission, which 

was signed by Mathews and Agarwal and over which they both had control over statements 

regarding revenue made in the filing.  The 10-Q contained numerous misstatements regarding 

Near’s revenue which were materially false and misleading because they were based upon the 

fraudulently inflated revenue from the MobileFuse round-trip transactions, including at least the 

following: 

a. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5% 

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022, 

respectively.” 

b. “Our largest customer, MobileFuse, LLC, is a channel partner that represented 

approximately 28.5% and 31.1% of our revenue for the three months ended 

March 31, 2023 and 2022, respectively.” 

c. The 10-Q also included a table with revenue for the three months ending March 

21, in 2022 and 2023 with alleged revenue of $14,058,602 and $15,507,718 

respectively. 

118. On May 31, 2023, Near filed an S-1 Registration Statement with the Commission, 

which was signed by Mathews, and Agarwal also had authority over the statements regarding 

revenue made in the filing.  All of the statements regarding Near’s revenue were materially false 

and misleading because they were based upon the fraudulently inflated revenue from the 

MobileFuse round-trip transactions.  These statements included at least the following 

misstatements regarding revenue from MobileFuse and the overall increase in revenue in fiscal 

years 2021, 2022, and 2023: 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 24 of 48



25 
 

a. “Our largest customer, MobileFuse, LLC, is a channel partner that represented 

approximately 28.5% and 31.1% of our revenue for the three months ended 

March 31, 2023 and 2022, respectively.” 

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC 

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of 

the years ended December 31, 2022 and 2021 (as amended, the “Channel Partner 

Agreement”).” 

c. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5% 

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022, 

respectively.” 

d. “As of March 31, 2023, we had revenue generating customers across the globe 

and we feel that the Near Platform can help businesses in all stages of maturity 

and across all industries to help produce better results. Our revenue for the three 

months ended March 31, 2023 was $15.5 million, an increase of $1.4 million 

from the three months ended March 31, 2022, and our revenue for the year ended 

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year 

ended December 31, 2021.” 

e. “Revenue increased by $14.4 million for the year ended December 31, 2022 

compared to the year ended December 31, 2021, primarily due to organic growth 

of new customers and expansion of revenue with existing customers.” 

f. The Registration Statement also included a table indicating revenue for 2022 was 

$59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of 

$14,425,096 in revenue over that time period. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 25 of 48



26 
 

119. Near then filed six S-1 Registration Statement Amendments on June 9, 2023 

(Amend. No. 1 No. 333-271229), July 6, 2023 (Amend. No. 1, No. 333-27195), July 7, 2023 

(Amend. No. 1 No. 333-272300), July 26, 2023 (Amend No. 2 No. 333-271229), July 26, 2023 

(Amend. No. 2 No. 333-272300), July 26, 2023 (Amend No. 2 No. 333-271795)  with the 

Commission, which were all signed by Mathews, and Agarwal also had authority over the 

statements regarding revenue made in the filings.  All of the statements in these filings regarding 

Near’s revenue were materially false and misleading because they were based upon the 

fraudulently inflated revenue from the MobileFuse round-trip transactions.  These statements 

included at least the following misstatements regarding revenue from MobileFuse and the overall 

increase in revenue in fiscal years 2021, 2022, and 2023: 

a. “Our largest customer, MobileFuse, LLC, is a channel partner that represented 

approximately 28.5% and 31.1% of our revenue for the three months ended 

March 31, 2023 and 2022, respectively.” 

b. “In January 2020, Near entered into an agreement with MobileFuse, LLC 

(“MobileFuse”), which accounted for approximately 30.0% of revenue for each of 

the years ended December 31, 2022 and 2021 (as amended, the “Channel Partner 

Agreement”).” 

c. “One of our customers, MobileFuse, LLC, accounted for approximately 28.5% 

and 31.1% of our revenues for the three months ended March 31, 2023 and 2022, 

respectively.” 

d. “As of March 31, 2023, we had revenue generating customers across the globe 

and we feel that the Near Platform can help businesses in all stages of maturity 

and across all industries to help produce better results. Our revenue for the three 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 26 of 48



27 
 

months ended March 31, 2023 was $15.5 million, an increase of $1.4 million 

from the three months ended March 31, 2022, and our revenue for the year ended 

December 31, 2022 was $59.7 million, an increase of $14.4 million from the year 

ended December 31, 2021.” 

e. “Revenue increased by $14.4 million for the year ended December 31, 2022 

compared to the year ended December 31, 2021, primarily due to organic growth 

of new customers and expansion of revenue with existing customers.” 

f. The Registration Statement also included a table indicating revenue for 2022 was 

$59,745,771, revenue for 2021 was $45,320,675  suggesting an increase of 

$14,425,096 in revenue over that time period. 

120. On August 14, 2023, Near filed a Form 8-K with the Commission, which was 

signed by Agarwal, and over which Mathews had authority over the statements concerning 

revenue, and issued a press release announcing financial results for the second quarter of 2023 

with the headline “Q2 2023 revenue of $17.7 million, up 19% year-over-year. . .”  This statement 

was materially false and misleading because it was based upon the fraudulently inflated revenue 

from the MobileFuse round-trip transactions. 

121. Contemporaneous with the filing of the August 14, 2023 Form 8-K, on a Near 

earnings call on August 15, 2023 Mathews falsely represented “Second-quarter revenue was 

$17.7 million, the midpoint of our guidance range.”  On the same call Agarwal falsely 

represented “For the second quarter of 2023, GAAP revenue was $17.7 million, at the midpoint 

of our guidance, and up 19% year over year.”  These statements were materially false and 

misleading because they were based upon the fraudulently inflated revenue from the MobileFuse 

round-trip transactions. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 27 of 48



28 
 

122. The representations in Near’s filings as well as Mathews’ and Agarwal’s public 

statements were all materially false and misleading because they included improperly recognized 

revenue from the round-trip scheme.  Near’s total company revenue as reported in its 

Commission filings for fiscal years 2021 and 2022, and the first and second quarters of 2023, 

were overstated by at least 24.3% in each reporting period.   

123. In additional false representations, Mathews and Agarwal also falsely certified the 

accuracy of Near’s financial results filed with the Commission.  

124. For example, the May 19, 2023 and August 14, 2023 quarterly financial reports 

Near filed with the Commission were signed by both Mathews and Agarwal.   

125. In both filings Mathews and Agarwal certified that they reviewed the quarterly 

reports on Near’s Form 10-Q and, based on their knowledge, that the “report did not contain any 

untrue statement of material fact or omit to state a material fact necessary to make the statements 

made, in light of the circumstances under which such statements were made, not misleading with 

respect to the period covered by this report.”   

126. Despite signing the certification as to the fact that the quarterly financial reports 

did not contain untrue statements, Mathews’ and Agarwal’s statements in the May 19, 2023 and 

August 14, 2023 quarterly financial reports Near filed with the Commission were actually 

materially false and misleading because they did not acknowledge the actual financial reality of 

the inflated revenue from the MobileFuse round-trip payments.          

127. Mathews and Agarwal both had ultimate authority over Near’s statements about 

its revenues and revenue growth in its SEC filings and are thus the makers of the statements.  

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 28 of 48



29 
 

128. The workpapers of Near’s independent auditors identified Mathews and Agarwal 

as responsible for preparing Near’s financial statements, and Mathews and Agarwal are thus the 

makers of the statements in Near’s financial statements regarding Near’s revenue and growth.  

IX. Mathews and Agarwal’s False and Misleading Statements and the Fraudulent 

Round-Trip Scheme Were in Connection with the Offer or Sale of Securities 

129. The round-trip accounting scheme and Mathews’ and Agarwal’s false and 

misleading statements were in connection with the offer or sale of securities. 

130. In 2023 upon completion of the merger with KludeIn, Near conducted its own 

stock and warrant offerings and the misconduct was made in connection with the purchase and 

sale of Near securities, as well as in the offer and sale of such securities, including in offering 

documents provided to investors in the course of offering-related discussions. 

X. Mathews and Agarwal Both Made Misrepresentations to Near’s Independent 

Auditors Regarding Near’s Revenues  

131. Near engaged an independent auditor to audit Near’s financial statements for 

Near’s 2020, 2021, and 2022 fiscal year audits and quarterly reviews for Q1 and Q2 of 2023.   

132. Near engaged this independent auditor for the purpose of having audited financial 

statements in advance of the process of going public. 

133. Mathews and Agarwal also each signed management representation letters dated 

May 10, 2022 and March 6, 2023 that were provided to Near’s independent auditors as part of its 

audit of Near’s annual financial statements as of December 31, 2021 and 2020, and December 

31, 2022 and 2021, respectively.   

134. These Near annual financial statements were included in KludeIn’s and Near’s 

registration statements.     

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 29 of 48



30 
 

135. Mathews and Agarwal signed the management representation letters in relation to 

the auditors’ review of Near’s financial statements, for the first two quarters of 2023.   

136. In each instance, Mathews and Agarwal falsely represented, among other things, 

that Near’s financial statements were fairly presented in conformity with GAAP; they had made 

available all financial records and related data; there were no implicit provisions or unstated 

customary business practices or other arrangements that affected the amount or timing of 

revenue reported, and they had not received any communications, nor did they have knowledge 

of, any fraud, allegations of fraud, or suspected fraud that could have a material effect on the 

financial statements. 

137. In addition to requesting signed management representation letters, Near’s 

auditors made detailed inquiries with Mathews and Agarwal regarding their awareness of any 

allegations of fraudulent activity or any actual instances of fraud at Near; both Mathews and 

Agarwal responded “No” in response to the auditors’ inquiries.   

138. Mathews and Agarwal’s representations to the auditors were false as they did not 

disclose the overstatement of Near’s revenues, the round-trip payments with MobileFuse, or that 

Mathews presented false invoices for “professional services” in an apparent effort to cover 

Near’s payments for Mathews’ rental of a single family residence in Laguna Beach, California, 

as alleged more fully below. 

XI. MobileFuse and Harlan Provide Two False Audit Confirmation Letters to Near’s 

Auditors in Connection with the Scheme to Defraud 

139. In connection with Near’s audit, Harlan signed a false audit confirmation letter 

himself, and also directed the MobileFuse Finance Employee to sign a false audit confirmation 

letter.  Both of these letters were provided to Near’s auditors. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 30 of 48



31 
 

The First False Audit Confirmation Letter 

140. Specifically, on April 15, 2022, Agarwal emailed Mathews that Near’s 

independent auditor would send an audit confirmation letter to MobileFuse and Agarwal wrote: 

“We need Ken [Harlan] to sign off in this positively.  Will be great if you let him know.”  

141. On April 18, 2022, Mathews emailed Harlan about the audit confirmation letter 

and stated: “Could you please take care of this.” 

142. On April 18, 2022, Harlan forwarded the audit confirmation letter to the 

MobileFuse Finance Employee. 

143. On April 18, 2022, the MobileFuse Finance Employee signed, at Harlan’s 

direction, an audit confirmation letter that was provided to Near’s independent auditor in 

connection with the auditors’ audit of Near’s financial statements for the year ending December 

31, 2021.   

144. MobileFuse’s audit confirmation letter, signed by the MobileFuse Finance 

Employee, attested to the legitimacy of four purported MobileFuse invoices to Near, issued 

between September 30, 2021 and December 31, 2021, for $1.5 million each.  However, these 

invoices were not legitimate, and were part of the round-trip scheme.  

145. MobileFuse’s April 18, 2022 audit confirmation letter, signed by the MobileFuse 

Finance Employee at Harlan’s direction, contained false and misleading information that was 

provided to Near’s independent auditor.  

The Second False Audit Confirmation Letter 

146. On February 8, 2023, Near’s independent auditor then sent Harlan an audit 

confirmation letter listing several Near invoices and again asked Harlan to confirm that 

MobileFuse owed those sums to Near.   

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 31 of 48



32 
 

147. On February 22, 2023, Agarwal emailed Harlan, copying Mathews and the 

MobileFuse Finance Employee, requesting Harlan’s execution of the audit confirmation letter.  

Agarwal wrote: “Please confirm once the audit confirmation has been signed and shared.  We are 

required to complete by Friday to sense there is no default as we are going public and as such 

will appreciate if this is done at the earliest.” 

148. Harlan was aware in early February 2023 that Near was poised to become a 

publicly traded company in March 2023. 

149. On February 21, 2023, Harlan and the MobileFuse Finance Employee exchanged 

text messages, which stated: 

Harlan:  “Did you know Anil invited me to their [N]asdaq celebration party.” 

MobileFuse Finance Employee:  “Ha no.”  

Harlan: “They are going public third week of March.  I’ve already indicated  that 

once he goes public, I have some ideas.  He will want to buy the whole thing.  But 

that’s not happening.” 

MobileFuse Finance Employee: “No way on MFX [MobileFuse] with the explosion 

�� that will happen.”   

150. On February 21, 2023, the same day that Harlan told a subordinate that he was 

invited to the party celebrating Near’s listing on the Nasdaq market, he signed on behalf of 

MobileFuse a false audit confirmation letter for Near’s independent auditors attesting to a series 

of fake invoices for $1.5 million each from 2022. 

151. MobileFuse’s audit confirmation letter, signed by Harlan, attested to the 

legitimacy of nine purported MobileFuse invoices to Near, issued between April 20, 2022 and 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 32 of 48



33 
 

December 31, 2022, for $1.5 million each.  However, these invoices were not legitimate, and 

were part of the round-trip scheme.  

XII. The Defendants’ Financial Interests in the Round-Trip Scheme 

152. The Defendants engaged in the round-trip revenue scheme to further their own 

financial interests.   

153. In their early discussions about various business transactions between Near and 

MobileFuse, Mathews and Agarwal discussed with Harlan and MobileFuse’s co-majority owner 

the potential for Near to acquire MobileFuse, which would provide a personal benefit to Harlan 

and MobileFuse’s co-majority owner as the majority owners of MobileFuse.   

154. During the time Mathews and Agarwal engaged in the round-trip scheme with 

MobileFuse, they each received significant compensation from Near.   

155. Near’s Form S-1 filed on April 12, 2023 identified Mathews’ and Agarwal’s total 

compensation as $17,194,800 and $8,739,257, respectively.   

156. Mathews and Agarwal received Near common stock and restricted stock units 

upon completion of Near’s merger with KludeIn. 

157. Shortly after Near went public, Mathews’ and Agarwal’s base compensation was 

increased as announced in Near’s Form 8-K filed with the Commission on April 11, 2023.   

158. The Form 8-K disclosed that Mathews’ annual base salary was $400,000 and 

Agarwal’s was $462,000 (SGD) or approximately $350,000 (USD). 

159. Additionally, Mathews was awarded a performance-based discretionary quarterly 

bonus in the second quarter of 2023 totaling $41,331.   

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 33 of 48



34 
 

160. Mathews and Agarwal received this compensation as a result of the SPAC 

KludeIn merger, which was approved based on financial statements incorporating the false 

revenues from the round-trip scheme.   

161. Therefore, both Mathews and Agarwal obtained money or property by means of 

their misstatements.   

XIII. Mathews and Agarwal Make a $2 Million Dollar Payment to MobileFuse   
 
162. In addition to the round-trip payments, Mathews and Agarwal also invested $2 

million in MobileFuse, and then allowed their investment to be repurchased for only $12,019.14.  

This resulted in a $2 million payment to MobileFuse.  

163. In January 2021, a few months before the first round-trip transaction, Mathews 

and Agarwal purchased a 10% interest in MobileFuse for $2 million through Mathews and 

Agarwal’s Singaporean entity Uniqequity.   

164. Uniqequity purchased Class B nonvoting shares of MobileFuse,. 

165. MobileFuse then used the sale proceeds from the $2 million to repay personal 

loans Harlan and MobileFuse’s co-majority owner made to MobileFuse. 

166. Ultimately in the summer of 2023, shortly after Near became a public company 

through the KludeIn merger, MobileFuse repurchased these shares for only $12,019.14, far less 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 34 of 48



35 
 

than what Mathews and Agarwal had paid for these shares, essentially leaving MobileFuse and 

Harlan the benefit of the $2 million. 

XIV. Mathews Presents False Invoices to Conceal His Misappropriation of Funds To Pay 

for His Personal Residence and Falsify’s Near’s Accounting Records 

167. Between January 2023 and October 2023, Mathews also presented false invoices, 

totaling $312,000, which on their face purported to be for professional services provided to Near, 

which resulted in Near falsely booking the expenses as such.   

168. In reality, however, the amounts due related not to professional services provided 

to Near by the individuals listed on the invoice, but were actually for Mathews’ rent for a single 

family residence in Laguna Beach, California.   

169. The purported “professional services” invoices were as follows: invoice dated 

January 1, 2023 for $132,000; invoice dated June 1, 2023 for $60,000; and invoice dated 

September 1, 2023 for $120,000.  These amounts were for rent Mathews owed to the owners of 

the Laguna Beach property he rented. 

170. While the invoices purported to be from the individuals who were subsequently 

identified as the property owners of Mathews’ rental home in Laguna Beach, the property 

owners had never seen or authorized the invoices, and the payments from Near were Mathews’ 

rent on the home in Laguna Beach, not for any professional or consulting services.   

171. While Near’s policies would have required such payments to be authorized by 

Near’s compensation committee, the committee had not authorized such payments to Mathews.   

172. On or about June 11, 2022, Mathews emailed Near’s finance department titling 

the email “Urgent Wire” and attaching the first purported invoice for “professional services.”  

Mathews wrote: “Can you please transfer US $162,000 to the attached account urgently.  Put my 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 35 of 48



36 
 

full name as reference.  Rahul will be able to tell you the exact line item this goes under.  And do 

send me a confirmation by Monday EOD your time.” Mathews’ email included the wire transfer 

instructions for the property owner. 

173. On or about July 9, 2023, Mathews emailed Near’s finance department with 

another invoice for “professional services,” dated  June 1, 2023 in the amount of $60,000.  

Mathews wrote: “Have spoken to you and [Agarwal] on this.  Please clear this invoice in 

priority.  Also, send me a confirmation once it’s done.” 

174. Mathews knew the invoices were false because, at the time, he was aware there 

was no underlying support of documentation of “professional services” rendered to Near or 

himself by the person whose name was on the invoices.   

175. Near made at least three payments on the purported “professional services” 

invoices as follows: $132,000 on or about January 3, 2023; $60,000 on or about July 11, 2023, 

and $120,000 on or about September 11, 2023.  These payments were sent to and received by the 

owner of the Laguna Beach property that Mathews rented.      

176. The entries on Near’s books and records for the payments totaling $312,000 to the 

Laguna Beach property owner as “Professional and Consultancy” and other line items were 

inaccurate. 

177. On or about September 27, 2023, the chairman of Near’s audit committee asked 

Near’s management for an itemization of, and substantiation for, expenses Near paid for the 

benefit of Near’s executive team including Mathews.   

178.   After the termination of his employment, Mathews filed a Statement of Claim 

against Near before the American Arbitration Association.  In Paragraph 22 of Mathews’ 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 36 of 48



37 
 

Statement of Claim, he admitted that Near’s payments to the property owners was, in fact, for his 

rent.   

XV. Near Terminated Mathews’ and Agarwal’s Employment and Filed for Bankruptcy 

179. On October 5, 2023 Near’s board of directors announced in a filing with the 

Commission that effective October 1, 2023 it had placed Mathews and Agarwal on 

administrative leave pending an internal investigation conducted by outside legal counsel.   

180. Near’s board further announced in its filing that Near’s financial statements for 

the years ended December 31, 2022, 2021 and 2020, and the company’s quarterly financial 

statements for the quarters ended March 31, 2023 and June 30, 2023 should not be relied upon 

because certain revenue may have been overstated. 

181. Near’s board of directors announced in filings with the Commission that it 

terminated the employment of Mathews and Agarwal on November 15, 2023 and November 21, 

2023, respectively. 

182. On December 8, 2023, Near filed for Chapter 11 bankruptcy protection to 

liquidate its assets.  Near’s Plan of Liquidation was approved on March 15, 2024.    

183. Near filed a Form 15 on March 28, 2024 terminating its registration with the 

Commission.   

FIRST CLAIM FOR RELIEF 
 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
(Against Mathews and Agarwal) 

 
184. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.   

185. As alleged above, Mathews and Agarwal engaged in a fraudulent round-trip 

revenue scheme.  Mathews’ and Agarwal’s planning and accounting for the fraudulent 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 37 of 48



38 
 

transactions with MobileFuse and their dissemination of false public statements about Near’s 

revenues and growth operated as a fraud or deceit upon purchasers of Near’s shares.  The round-

trip revenue scheme depicted Near to be a highly successful company with revenue growth, a 

portrayal that Mathews and Agarwal knew, or were reckless in not knowing, was dependent on 

their continuing fraud with MobileFuse.   

186. Mathews and Agarwal also intentionally made materially false and misleading 

statements about Near’s revenue and growth during earnings calls and analyst presentations, and 

they also were responsible for statements about the company’s revenue in the Near Registration 

Statements, and quarterly and current reports.   

187. As set forth above, these false and misleading statements were material because 

revenue was overstated by at least 24% to just under 28% in each relevant reporting period.  

Similarly, the misstatements about Near’s growth were material to investors because they 

demonstrated the success and sustainability of its business. 

188. As set forth above, Defendants’ misconduct was made in connection with the 

purchase and sale of Near securities, including in offering documents provided to investors in the 

course of offering-related discussions.   

189. By engaging in the conduct described above, Defendants, each of them, directly 

or indirectly, by use of the means or instruments of interstate commerce or of the mails, or the 

facility of national securities exchanges, in connection with the purchase or sale of securities, 

knowingly or recklessly:   

a. employed devices, schemes, or artifices to defraud; 

b. made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in the light of the 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 38 of 48



39 
 

circumstances under which they were made, not misleading; and/or 

c. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the 

purchase or sale of any security. 

190. Defendants knew, or were reckless in not knowing, that they employed devices, 

schemes and artifices to defraud; made untrue statements of a material fact or omitted to state a 

material fact necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; and engaged in acts, practices or courses of 

conduct that operated as a fraud on the investing public by the conduct described in detail above. 

191. By reason of the foregoing, Defendants violated, and unless enjoined, will again 

violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R.§ 

240.10b-5], thereunder.   

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act  
(Against Mathews and Agarwal) 

 
192. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein.   

193. As alleged above, Mathews and Agarwal engaged in a fraudulent round-trip 

revenue scheme.  Mathews’ and Agarwal’s planning and accounting for the fraudulent 

transactions with MobileFuse and their dissemination of false public statements about Near’s 

revenues and growth operated as a fraud or deceit upon purchasers of Near’s shares.  The round-

trip revenue scheme depicted Near to be a highly successful company with revenue growth, a 

portrayal that Mathews and Agarwal knew, or were reckless in not knowing, was dependent on 

their continuing fraud with MobileFuse.   

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 39 of 48



40 
 

194. Mathews and Agarwal also intentionally made materially false and misleading 

statements about Near’s revenue and growth during earnings calls and analyst presentations, and 

they also were responsible for statements about the company’s revenue in the Near Registration 

Statements, and quarterly and current reports. 

195. Mathews and Agarwal also obtained money or property by means of these untrue 

statements overstating Near’s revenue as they both received shares upon completion of Near’s 

merger, their compensation was increased after Near went public, and Mathews earned a 

performance-based discretionary bonus.  

196. As set forth above, these false and misleading statements were material because 

revenue was overstated by at least 24% to just under 28% in each relevant reporting period.  

Similarly, the misstatements about Near’s growth were material to investors because they 

demonstrated the success and sustainability of its business. 

197. As set forth above, Defendants’ misconduct was made in connection with the 

offer or sale of Near securities, including in offering documents provided to investors in the 

course of offering-related discussions.   

198. By engaging in the conduct described above, Defendants, each of them, directly 

or indirectly, in the offer or sale of securities, and by the use of means or instruments of 

transportation or communication in interstate commerce or by use of the mails:  

a. employed devices, schemes, or artifices to defraud;  

b. obtained money or property by means of untrue statements of a material fact or by 

omitting to state a material fact necessary in order to make the statements made, 

in light of the circumstances under which they were made, not misleading; and/or 

c. engaged in transactions, practices, or courses of business which operated or would 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 40 of 4841 
 

operate as a fraud or deceit upon the purchaser. 

199. Defendants engaged in this conduct intentionally, knowingly, or with severe 

recklessness.  

200. By reason of the foregoing, Defendants violated, and unless enjoined, will again 

violate Section 17(a) of the Securities Act [15 U.S.C. §§ 77q(a)]. 

THIRD CLAIM FOR RELIEF 

Aiding and Abetting  
Mathews’ and Agarwal’s Violations of Section 17(a) of the Securities Act  

(Against MobileFuse and Harlan) 
 

201. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein. 

202. As alleged above, Mathews and Agarwal violated Section 17(a) of the Securities 

Act [15 U.S.C. § 77q(a)] by engaging in a round-trip accounting scheme to fraudulently inflate 

Near’s revenue. 

203. Harlan provided substantial assistance to Mathews and Agarwal in their primary 

violations, and his actions can be imputed to MobileFuse.  Harlan developed the round-trip 

accounting scheme with Mathews and Agarwal and instructed the MobileFuse Finance 

Employee on how the transactions would be structured.  On behalf of MobileFuse, Harlan signed 

and directed the MobileFuse Finance Employee to sign, false audit confirmation letters to Near’s 

auditors.  By participating in Near’s round-trip revenue scheme, MobileFuse and Harlan helped 

Mathews and Agarwal falsely portray Near, both before and after the SPAC merger, as a 

growing, successful company with sizable revenues.   

204. Harlan had actual knowledge that Mathews and Agarwal were inflating Near’s 

revenues, as reflected in emails and text massages in which they discussed the round-trip 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 41 of 48



42 
 

scheme.  Harlan also limited knowledge of the round-trip transactions within MobileFuse 

showing his actual knowledge of the round-trip scheme.   

205. Harlan, whose scienter can be imputed to MobileFuse, and MobileFuse 

knowingly or recklessly provided substantial assistance to both Mathews and Agarwal with 

respect to their violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

206. By reason of the foregoing, MobileFuse and Harlan are liable for aiding and 

abetting Mathews and Agarwal’s violations of Section 17(a) of the Securities Act [15 U.S.C. § 

77q(a)], and unless enjoined, MobileFuse and Harlan will again aid and abet these violations.  

FOURTH CLAIM FOR RELIEF 

Aiding and Abetting Mathews’ and Agarwal’s Violations of Section 10(b) of the Exchange 
Act and Rule 10b-5(b) Thereunder  
(Against MobileFuse and Harlan) 

 
207. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein. 

208. As alleged above, Mathews and Agarwal violated Section 10(b) of the Exchange 

Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)] by engaging 

in a round-trip accounting scheme to fraudulently inflate Near’s revenue. 

209. Harlan provided substantial assistance to Mathews and Agarwal in their primary 

violations, and his actions can be imputed to MobileFuse.  Harlan developed the round-trip 

accounting scheme with Mathews and Agarwal and instructed the MobileFuse Finance 

Employee on how the transactions would be structured.  On behalf of MobileFuse, Harlan signed 

and directed the MobileFuse Finance Employee to sign, false audit confirmation letters to Near’s 

auditors.  By participating in Near’s round-trip revenue scheme, MobileFuse and Harlan helped 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 42 of 48



43 
 

Mathews and Agarwal falsely portray Near, both before and after the SPAC merger, as a 

growing, successful company with sizable revenues.   

210. Harlan had actual knowledge that Mathews and Agarwal were inflating Near’s 

revenues, as reflected in emails and text massages in which they discussed the round-trip 

scheme.  Harlan also limited knowledge of the round-trip transactions within MobileFuse 

showing his actual knowledge of the round-trip scheme.   

211. Harlan whose scienter can be imputed to MobileFuse, and MobileFuse, provided 

knowing or substantial assistance to Mathews and Agarwal with respect to their violations of 

Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 

§ 240.10b-5(b)].   

212. By reason of the foregoing, MobileFuse and Harlan are liable for aiding and 

abetting Mathews and Agarwal’s violations of Section 10(b) of the Exchange Act [15 U.S.C. § 

78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)], and unless enjoined, 

MobileFuse and Harlan will again aid and abet these violations. 

FIFTH CLAIM FOR RELIEF 

Knowingly Falsifying Books, Records, or Accounts 
Violations of Section 13(b)(5) of the Exchange Act  

(Against Mathews and Agarwal) 
 
213. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein. 

214. As alleged above, as part of the round-trip revenue scheme with MobileFuse, 

Mathews and Agarwal knowingly falsified Near’s books and records.  Mathews approved at least 

two fraudulent wire transfers to MobileFuse and Agarwal manipulated an invoice from a Near 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 43 of 48



44 
 

vendor by changing a $100,200 invoice into a $1,000,200 invoice, which was used to conceal 

payments to MobileFuse.   

215. By engaging in the conduct described above, Mathews and Agarwal violated, and 

unless enjoined, will again violate, Section 13(b)(5) of the Exchange Act [15 U.S.C. § 

78m(b)(5)]. 

SIXTH CLAIM FOR RELIEF 

Falsifying Books and Records 
Rule 13b2-1 of the Exchange Act  
(Against Mathews and Agarwal) 

 
216. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein. 

217. As alleged above, Mathews and Agarwal directed, fabricated, or approved false 

invoices from Near’s vendors to support and conceal transactions resulting in Near’s false 

accounting.  Mathews and Agarwal also signed periodic reports containing Near’s overstated 

revenue.   

218. Mathews also directly or indirectly caused Near’s books and records to be 

falsified when he submitted to finance staff invoices that falsely stated were for “professional 

services” but were in fact for rent of his personal residence.  These payments were inaccurately 

categorized as “Professional and Consultancy” on Near’s books.   

219. By engaging in the conduct described above, Mathews and Agarwal each 

knowingly directly or indirectly falsified, or caused to be falsified, books, records, or accounts of 

Near, an issuer subject to Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)]. 

220. By reason of the foregoing, Mathews and Agarwal violated, and unless enjoined, 

will again violate, Rule 13b2-1 of the Exchange Act [17 C.F.R. § 240.13b2-1]. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 44 of 48



45 
 

SEVENTH CLAIM FOR RELIEF 

False Statements to Accountants 
Violations of Rule 13b2-2 of the Exchange Act  

(Against Mathews and Agarwal) 
 
221. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-183, inclusive, as if they were fully set forth herein. 

222. As alleged above, Mathews and Agarwal made false representations in Near’s 

management representation letters in connection with required audits of Near’s financial 

statements, including that: Near’s financial statements were fairly presented in conformity with 

GAAP; there were no implicit provisions or unstated customary business practices or other 

arrangements that affected the amount or timing of revenue reported; and they had no knowledge 

of any fraud, allegations of fraud, or suspected fraud that could have a material effect on the 

financial statements.  Mathews’ and Agarwal’s false representations concealed facts surrounding 

the round-trip revenue arrangement with MobileFuse.   

223. Mathews and Agarwal also deceived their accountants when each signed 

management representation letters for the 2021 and 2022 annual audits and quarterly reviews for 

the first and second quarters of 2023 representing that they had made available all financial 

records and related data, but in fact concealed documents regarding the round-trip scheme with 

MobileFuse.   

224. By engaging in the conduct described above, Defendants Mathews and Agarwal 

directly or indirectly: (1) made or caused to be made a materially false or misleading statement 

or (2) omitted to state, or caused another person to omit to state, any material fact necessary in 

order to make statements made, in light of the circumstances under which such statements were 

made, not misleading, to an accountant in connection with, among other things, a required audit, 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 45 of 48



46 
 

review or examination of the issuer’s financial statements or the preparation or filing of any 

document or report required to be filed with the Commission. 

225. By reason of the foregoing, Mathews and Agarwal violated, and unless enjoined, 

will again violate Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a final 

judgment: 

I. 

Permanently enjoining Defendants Mathews and Agarwal and their agents, servants, 

employees and attorneys and all persons in active concert or participation with any of them from, 

directly or indirectly, engaging in conduct in violation of Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], Sections 17(a) of the 

Securities Act [15 U.S.C. §§ 77q(a)], Rule 13b2-1 under the Exchange Act [17 C.F.R. § 

240.13b2-1], Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2], and Exchange Act 

Section 13(b)(5) [15 U.S.C. § 78m(b)(5)]. 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 46 of 48



47 
 

II. 

Permanently enjoining Defendants MobileFuse and Harlan, and their agents, servants, 

employees and attorneys and all persons in active concert or participation with any of them from, 

directly or indirectly, engaging in conduct in violation of Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] and Section 17(a) of the 

Securities Act [15 U.S.C. §§ 77q(a)(1)]. 

III. 

 Prohibiting Defendants Mathews and Agarwal from serving as an officer or director of 

any entity having a class of securities registered with the Commission pursuant to Section 12 of 

the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of 

the Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 21(d)(2) of the Exchange Act [15 

U.S.C. § 78u(d)(2)]. 

IV. 

 Ordering Defendant Mathews to disgorge all ill-gotten gains or unjust enrichment derived 

from the activities set forth in this Complaint, together with prejudgment interest thereon; 

V. 

 Ordering Defendants Mathews, Agarwal, MobileFuse, and Harlan to pay civil penalties 

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 

Exchange Act Section 21A of the Exchange Act [15 U.S.C. § 78u-1]; and 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 47 of 48



48 
 

VI. 

Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws and for the protection of 

investors. 

 

JURY DEMAND 

The Commission demands a trial by jury. 

 

Respectfully submitted, 

Date:   January 27, 2026                                 /S/ Kathryn C. Wanner______________ 
Kathryn C. Wanner* 
Securities and Exchange Commission 
Los Angeles Regional Office 
444 S. Flower St., Suite 900 
Los Angeles, CA 90071 
(323) 965-3954  
[email protected]  
 
*Pending admission pro hac vice 
 
 
 

 

Case 1:26-cv-00693     Document 1     Filed 01/27/26     Page 48 of 48