SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On June 15, 2023, Swiftmerge Acquisition Corp. (the “Company”) reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (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) March 15, 2024 (the “Extension Date”).
The foregoing description is qualified in its entirety by the full text of the 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 June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”).
The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert such shares into Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.
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The foregoing description of the amendments to the Articles is qualified in its entirety by the full text of the Amendment 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 21,412,868 of the Company’s ordinary shares were present in person or represented by proxy, which represented approximately 76.13% of the ordinary shares issued and outstanding and entitled to vote as of the record date of May 12, 2023.
At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) the Founder Share 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 | ||
| 20,480,457 | 932,411 | 0 |
Approval of Proposal 2 - Trust Amendment Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 20,480,457 | 932,411 | 0 |
Approval of Proposal 3 - Founder Share Amendment Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 20,480,457 | 932,411 | 0 |
Approval of Proposal 4 - Adjournment Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 20,477,928 | 934,940 | 0 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,253,090 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $210.6 million. After the satisfaction of such redemptions, the Company expects the balance in the Trust Account will be approximately $23.4 million.
Immediately following the approval of the proposals at the Meeting, Swiftmerge Holdings, L.P. (the “Sponsor”), as the holder of 3,375,000 Class B Ordinary Shares, converted all 3,375,000 of such shares into the same number of Class A Ordinary Shares.
As a result of the redemptions described above and the conversion of the Sponsor’s Class B Ordinary Shares, there are an aggregate of 5,621,910 Class A Ordinary Shares outstanding.
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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 Founder Share Amendment Proposal.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amendment to the Amended And Restated Memorandum and Articles of Association of Swiftmerge Acquisition Corp. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated June 15, 2023 | |
| 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: June 15, 2023 | ||||||
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