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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2024
Swiftmerge Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-41164 | 98-1582153 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Executive Suite
4318 Forman Ave
Toluca Lake, CA, 91602
(Address of principal executive offices, including zip code)
(424) 431-0030
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered |
Trading |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | IVCPU | The Nasdaq Share Market LLC | ||
| Class A Ordinary Shares included as part of the units | IVCP | The Nasdaq Share Market LLC | ||
| Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | IVCPW | The Nasdaq Share Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On March 15, 2024, the shareholders of Swiftmerge Acquisition Corp. (the “Company”) at the reconvened extraordinary general meeting of the Company which had been adjourned from March 13, 2024 (the “Meeting”) approved an amendment (the “Second Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021, as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company, a New York corporation, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “Trust Account”) to the earliest of (i) the Company’s completion of an initial business combination and (ii) June 17, 2025 (the “Extension Date”).
The foregoing description is qualified in its entirety by the full text of the Second Trust Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Extension”), from March 15, 2024 to June 17, 2025 (the “Extension Amendment Proposal”).
The Company’s shareholders also approved a proposal (the “NTA Requirement Amendment Proposal”) to amend the Articles of Association to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Articles of Association) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the “NTA Requirement”).
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The foregoing description of the amendments to the Articles is qualified in its entirety by the full text of the Amendments to the Amended and Restated Memorandum and Articles of Association, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Meeting, holders of 6,124,808 of the Company’s 7,871,910 ordinary shares were present in person or represented by proxy, which represented approximately 77.8% of the ordinary shares issued and outstanding and entitled to vote as of the record date of February 26, 2024.
At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) the Trust Amendment Proposal; (iii) the NTA Requirement Amendment Proposal; and (iv) a proposal to approve the adjournment of the Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”).
Set forth below are the final voting results for each of the proposals presented at the Meeting:
Approval of Proposal 1 - Extension Amendment Proposal
Votes For |
Votes Against |
Abstentions |
||
5,893,439 |
231,364 | 5 |
Approval of Proposal 2 - Trust Amendment Proposal
Votes For |
Votes Against |
Abstentions |
||
5,893,439 |
231,364 | 5 |
Approval of Proposal 3 - NTA Requirement Amendment Proposal
Votes For |
Votes Against |
Abstentions |
||
| 5,784,155 | 229,284 | 111,369 |
Approval of Proposal 4 - Adjournment Proposal
Votes For |
Votes Against |
Abstentions |
||
| 5,795,220 | 218,219 | 111,369 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,031,997 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount of approximately $11.3 million. After the satisfaction of such redemptions, the Company expects the balance in the Trust Account will be approximately $13.3 million.
As a result of the redemptions described above, there are an aggregate of 4,589,913 Class A Ordinary Shares outstanding.
Under Cayman Islands law, the amendments to the Articles took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the NTA Requirement Amendment Proposal.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 3.1 | Amendments to the Amended And Restated Memorandum and Articles of Association of Swiftmerge Acquisition Corp. | |
| 10.1 | Second Amendment to the Investment Management Trust Agreement, dated March 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SWIFTMERGE ACQUISITION CORP. | ||||||
| By: | /s/ John S. Bremner |
|||||
| Name: | John S. Bremner | |||||
| Title: | Chief Executive Officer | |||||
| Dated: March 18, 2024 | ||||||
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Exhibit 3.1
THE COMPANIES ACT (2021 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDMENTS
TO THE
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
SWIFTMERGE ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
(Adopted by way of special resolutions passed on 15 March 2024)
EXTENSION AMENDMENT
RESOLVED, as a special resolution THAT, conditional upon the approval of the Trust Amendment Proposal, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) deletion of the following instruction from Article 49.7:
“In the event that the Company does not consummate a Business Combination by March 15, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall:”
and replacing it with the following instruction:
“In the event that the Company does not consummate a Business Combination by June 17, 2025, or such later time as the Members may approve in accordance with the Articles, the Company shall:”
(b) deletion of the following words from Article 49.8(a):
“by March 15, 2024”
and replacing them with the words:
“by June 17, 2025”.
NTA AMENDMENT
RESOLVED, as a special resolution THAT, conditional upon the approval of the Extension Proposal, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) the following be deleted from Article 49.2: “provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases.”
(b) the following be deleted from Article 49.4: “provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination”.
(c) the following be deleted from Article 49.5: “The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”
(d) the following be deleted from Article 49.8: “The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
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Exhibit 10.1
AMENDMENT NO. 2 TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of March 15, 2024, by and between Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement on December 17, 2021, as amended on June 15, 2023 (the “Trust Agreement”);
WHEREAS, the Company has sought the approval of the holders of its Class A Ordinary Shares and holders of its Class B ordinary Shares, at an extraordinary general meeting (the “EGM”) to: (i) extend the date before which the Company must complete a business combination from March 15, 2024 to June 17, 2025 (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from promptly after March 15, 2024 to promptly after June 17, 2025 (the “Trust Amendment”);
WHEREAS, holders of at least two-thirds (66.6%) of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares who attended and voted at the EGM, voting together as a single class, approved the Extension Amendment and sixty-five percent (65%) of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares approved the Trust Amendment; and
WHEREAS, the parties desire to amend the Trust Agreement to, among other things, reflect amendments to the Trust Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments to Trust Agreement.
| 1.1. | The following clause shall be deleted from the preamble in its entirety: |
| 1.2. | Section 1(c) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property (x) in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company or (y) in an interest bearing demand deposit account at a bank, as directed by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account balances are invested or uninvested, the Trustee may earn bank credits or other consideration;”
| 1.3. | Section 1(e) of the Original Agreement is hereby amended and restated in its entirety as follows: |
“(e) [Reserved]”
| 1.4. | Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon June 17, 2025, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 17, 2025 or such earlier date as is determined by our Board to be in the best interests of the Company, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders”.
| 1.5. | Sections 2(e) and 2(f) of the Original Agreement are hereby amended and restated in their entirety as follows: |
“(e) [Reserved] (f) [Reserved]”
| 1.7. | Section 6(i) of the Original Agreement is hereby amended and restated in its entirety as follows: |
“(i) [Reserved]
2. Amendments to Exhibits. Effective as of the execution hereof, Exhibit A of the Original Agreement is hereby deleted and replaced in its entirety with Exhibit A hereto.
3. Miscellaneous Provisions.
| 3.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 3.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 3.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 3.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 3.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 3.6. | Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
| 3.7. | Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) of the Original Agreement, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. |
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| Continental Stock Transfer & Trust Company, as Trustee |
||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| Swiftmerge Acquisition Corp. | ||
| By: | /s/ John S. Bremner | |
| Name: | John S. Bremner | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 2 to Investment Management Trust Agreement]
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