A Company Built on Phantom Dollars

When Near Intelligence went public on the Nasdaq in March 2023, executives touted a fast-growing global data company with more than $59 million in annual revenue and a customer base spanning 44 countries. Investors saw a business on a credible upward trajectory. What they did not see was the engine underneath: a methodical, multi-year scheme to recycle Near’s own money through a partner company and count those recycled dollars as genuine sales revenue.

The U.S. Securities and Exchange Commission filed suit in federal court in New York on January 27, 2026, naming four defendants: Anil Mathews, Near’s founder and CEO; Rahul Agarwal, Near’s CFO; Kenneth M. Harlan, CEO of digital advertising company MobileFuse LLC; and MobileFuse itself. The complaint runs 48 pages and draws directly on bank records, corporate emails, and private text messages that the participants exchanged while knowingly inflating Near’s reported revenue. 💰

The human cost lands at the end of the story: Near filed for Chapter 11 bankruptcy on December 8, 2023. Its investors, who had bought into the Nasdaq-listed company on the strength of the false financials, lost everything as the company liquidated its assets and terminated its SEC registration in March 2024.

Inside the Scheme: How You Recycle $27 Million in Plain Sight

The mechanics were simple enough to explain in a single sentence: Near sent cash to MobileFuse; MobileFuse sent slightly more cash back; Near booked the incoming payment as revenue. In practice, the scheme required coordinated invoicing, fabricated supporting documents, false audit confirmation letters, and active concealment from Near’s own finance staff, independent auditors, and the investing public.

According to the SEC complaint, Mathews, Agarwal, and Harlan began developing the framework for the arrangement as early as 2019 and 2020. On December 14, 2020, Harlan emailed Agarwal to explain the precise mechanics: MobileFuse would pay Near only the portion it genuinely owed for data access, and Near would transmit the remainder to MobileFuse, which would then return the full inflated sum to Near. The net effect was that Near paid for its own “revenue.”

The first transaction closed on or about May 25, 2021. Near invoiced MobileFuse for $1.25 million. MobileFuse invoiced Near for $1,185,569. Both companies wired funds to each other within days. The actual value of the data services MobileFuse purchased from Near was $64,431. That $64,431 figure represents the real commercial relationship between the two companies. The rest was theater.

Between May 2021 and September 2023, the companies completed at least 13 documented round-trip transactions. Near wired a total of $25.67 million to MobileFuse. MobileFuse returned $27.75 million. Near recorded the returned funds as revenue. 📊

The Language That Gave It Away

The defendants documented their own crime in the bluntest possible terms. Internal emails among participants repeatedly described MobileFuse’s role as that of turning payments around. On June 23, 2021, a MobileFuse finance employee emailed Near’s CFO: “I’ll turn around and pay the 1.25M on Wed.” On July 26, 2021, the same employee wrote: “I see it pending. I should be able to turn your wire around by Wed.”

On February 23, 2022, Harlan and MobileFuse’s co-majority owner exchanged text messages acknowledging that Near needed MobileFuse to “juice their revenue.” On March 28, 2023, the day Near commenced public trading on the Nasdaq, Harlan texted MobileFuse’s co-majority owner that MobileFuse’s revenue was actually “real,” an implicit acknowledgment that Near’s reported revenue was not.

Fabricated Invoices and False Confirmations to Auditors

To make the round-trip payments look like ordinary business transactions, the defendants created a paper trail of falsified invoices and then actively deceived Near’s independent auditors when they came looking.

Agarwal manipulated at least one invoice from a Near vendor in Singapore, altering a legitimate $100,200 invoice into a $1,000,200 invoice. The metadata on the altered document carried Agarwal’s name as the author. Agarwal personally paid the real invoice on his own credit card; the falsified version went to the auditors as cover for money that actually moved to MobileFuse.

For five payments in 2023 totaling $9.65 million, Agarwal routed cash from Near’s bank accounts through a Singapore-based foreign currency exchange and directed those funds onward to MobileFuse, obscuring MobileFuse as the true recipient in Near’s own financial records.

Harlan signed a false audit confirmation letter on February 21, 2023, personally attesting to the legitimacy of nine MobileFuse invoices to Near totaling $13.5 million. He did this on the same day he told a MobileFuse subordinate via text that Near had invited him to the Nasdaq listing celebration party. He also directed a MobileFuse finance employee to sign a separate false confirmation letter in April 2022, attesting to four additional fake invoices worth $6 million.

Both Mathews and Agarwal signed management representation letters for Near’s 2021 and 2022 annual audits, certifying that Near’s financial statements were accurate, that no fraud existed, and that all relevant financial records had been made available to auditors. All of those certifications were false. 🔍

The SPAC: A Billion-Dollar Exit Built on Fiction

The round-trip scheme served a purpose beyond padding quarterly numbers. Mathews and Agarwal designed it partly to make Near attractive enough to execute a SPAC merger, which represented both the company’s path to public markets and a direct windfall for the executives personally.

On May 19, 2022, blank-check company KludeIn I Acquisition Corporation announced a merger agreement with Near, estimating Near’s valuation at nearly $1 billion. The deal closed March 23, 2023. Near’s common stock began trading on the Nasdaq under the ticker “NIR” the following day.

The financials underpinning that billion-dollar valuation were corrupted from the start. Near’s reported revenue for fiscal year 2021 was overstated by $12 million, or 26.5%. Fiscal year 2022 revenue was overstated by $16.6 million, or 27.9%. The first and second quarters of 2023 were each overstated by roughly 25-28%.

Mathews and Agarwal both received Near common stock and restricted stock units upon the merger’s completion. Shortly after the public listing, Mathews earned a performance-based discretionary quarterly bonus of $41,331. Near’s Form S-1 disclosed Mathews’ total compensation at $17.19 million and Agarwal’s at $8.74 million, compensation packages that grew directly from the fraudulently inflated revenue picture. 💼

Profit-Maximization at All Costs: The Personal Benefits Behind the Scheme

MobileFuse and Harlan did not participate out of charity. According to the complaint, Harlan and MobileFuse’s co-majority owner stood to benefit from a potential acquisition of MobileFuse by Near, a transaction that Mathews, Agarwal, and Harlan discussed throughout the period of the fraud. The higher Near’s apparent revenue, the more credible Near became as an acquirer.

Additionally, in January 2021, Mathews and Agarwal purchased a 10% stake in MobileFuse for $2 million through their Singaporean entity, Uniqequity Pte Ltd. MobileFuse used those proceeds to repay personal loans that Harlan and MobileFuse’s co-majority owner had made to the company. In the summer of 2023, MobileFuse repurchased those shares from Mathews and Agarwal for just $12,019.14, a payment that left MobileFuse and Harlan with the effective benefit of $2 million in funding at the expense of Near’s shareholders.

A CEO’s Luxury Rental on the Company’s Dime

Mathews ran a separate, parallel scheme. Between January and October 2023, he submitted $312,000 in fabricated invoices to Near, each purporting to be for professional services. In reality, the payments went to the owners of a luxury single-family residence in Laguna Beach, California, where Mathews lived. The property owners had never seen or signed the invoices. Near’s compensation committee had never authorized the payments. Mathews later admitted in an arbitration filing that Near’s payments to the property owners were, in fact, his personal rent.

The Timeline of a Fraud: From First Wire to Bankruptcy

Corporate Accountability Fails the Public: Leniency, Delay, and the Limits of Enforcement

The SEC complaint asks the court for permanent injunctions, civil penalties, disgorgement of ill-gotten gains from Mathews, and a bar preventing Mathews and Agarwal from serving as officers or directors of any public company. Those remedies, serious as they sound, arrive after the investors are already bankrupt.

No criminal charges appear in this complaint. The SEC’s civil action carries civil penalties rather than prison time. The executives collected millions in compensation during the fraud. Harlan and MobileFuse appear in the complaint as aiders and abettors, not primary actors, despite Harlan personally signing false audit documents and devising the scheme’s mechanics alongside Mathews and Agarwal.

The gap between the harm caused and the available remedies reflects a broader structural reality in securities fraud enforcement: by the time a civil suit lands in federal court, the money has already moved. Investors who bought Near stock on the Nasdaq in 2023 cannot unwind those purchases. The bankruptcy proceeding has already resolved. The SEC filing arrives as an accounting of damage already done, not a prevention of it.

Legal Minimalism: Compliance as Theater

Both Near and MobileFuse maintained contracts with each other that provided at least a surface appearance of legitimate mutual services. Near had a real data platform; MobileFuse was a real advertising company. The executives could always point to an underlying commercial relationship and actual services exchanged.

That surface legitimacy made the fraud harder to detect and easier to sustain for more than two years. The independent auditors received signed management representation letters. They received audit confirmation letters from MobileFuse. They had access to invoices. The problem was that the invoices were fabricated, the management letters were false, and the confirmations came from the very party participating in the fraud.

The scheme used the formal machinery of corporate governance, audits, filings, and SEC certifications, to obscure what the participants described in their own words as a system to “juice” revenue. Corporate ethics was not a constraint here; it was a costume. ⚖️

How Capitalism Exploits Delay: The Structural Advantage of Sustained Fraud

The round-trip scheme ran from May 2021 to September 2023: more than two years. During that window, the inflated financials drove a SPAC merger valued at nearly $1 billion, produced salary increases for the executives, generated stock compensation, and resulted in a performance bonus for Mathews. MobileFuse received $2 million in capital that Mathews and Agarwal effectively surrendered. The executives departed the scheme with millions; the company’s investors departed with nothing.

This is the economic logic of delayed enforcement. Every quarter that the fraud continued was a quarter in which value transferred from investors to insiders. The longer the scheme ran, the larger the transfer. Enforcement arriving in January 2026, roughly two years after Near’s bankruptcy, cannot reverse those transfers. It can only attempt to claw back a fraction through disgorgement and civil penalties.

Corporate greed and wealth disparity do not require dramatic acts. They accumulate through the patient exploitation of information asymmetry, regulatory lag, and the formal structures of corporate legitimacy that make fraud legible as ordinary business until it is no longer possible to pretend otherwise.

Global Parallels: This Is the System Working as Intended

Round-trip revenue schemes are not rare inventions. The SEC has pursued similar conduct against companies including Qwest Communications, which inflated revenue through reciprocal transactions in the early 2000s, and Lernout and Hauspie, a Belgian technology company that fabricated revenues across multiple countries in the late 1990s. The specific instrument changes; the incentive structure does not. Public markets reward revenue growth. Executives whose compensation ties directly to revenue and stock price face structural pressure to produce that growth by any means available.

SPAC mergers, the vehicle Near used to reach the Nasdaq, have attracted heightened regulatory scrutiny in recent years precisely because their compressed timelines, reduced disclosure requirements relative to traditional IPOs, and performance-linked compensation structures create conditions that make this kind of revenue inflation attractive. The SEC has filed multiple enforcement actions involving SPAC-related financial misconduct since 2021. Near’s case fits the pattern squarely.

Conclusion: The Human Cost of a Paper Empire

Near Intelligence described itself as a global data company serving customers in 44 countries with 1.6 billion unique user IDs in its platform. The business had real technology and real customers. What it did not have was the revenue it reported. A quarter of every dollar Near told the market it earned from fiscal year 2021 through mid-2023 came from its own cash, recycled through a partner and returned wearing the costume of legitimate customer revenue.

The investors who bought into the SPAC merger, who purchased Nasdaq-listed Near stock in 2023, and who relied on the signed financial certifications, the audited statements, and the earnings call representations made by Mathews and Agarwal had no way to know what the executives’ private communications documented explicitly. They trusted the machinery of public markets to protect them. That machinery failed.

Near’s December 2023 bankruptcy is not an anomaly of corporate misconduct. It is the expected outcome of an incentive system that rewards executives handsomely for producing reported revenue growth, provides limited criminal exposure for financial fraud, and relies on disclosure and audit mechanisms that are only as reliable as the integrity of the people operating them. When the people at the top choose to lie, investors pay the cost. 🏛️

Frivolous or Serious? Assessing the SEC’s Lawsuit

This lawsuit is serious, and the record supporting it is extensive. The SEC does not rely on circumstantial inference or regulatory technicality. It draws on the defendants’ own contemporaneous communications: emails that explain the mechanics of the scheme in explicit terms, text messages describing Near’s need to “juice” revenue, private messages in which Harlan acknowledges that MobileFuse’s own revenue is “real” while Near’s is not, and bank records that confirm the round-trip wire transfers in the precise amounts and sequences the complaint describes.

The complaint further documents fabricated invoices with metadata bearing Agarwal’s name, false audit confirmation letters signed by Harlan on the day of Near’s Nasdaq celebration, signed management representation letters certified by both executives, and Mathews’ own arbitration filing in which he admitted that Near’s payments to property owners were, in fact, his personal rent.

The defendants face civil rather than criminal charges, which means the burden of proof is lower than it would be in a criminal proceeding. The evidence presented in the complaint appears to clear that bar by a wide margin. The core question is not whether the fraud occurred. The executives’ own words answer that. The question now before the court concerns the appropriate civil penalty and whether the SEC can recover any meaningful portion of the ill-gotten gains for the investors who lost everything when Near collapsed.